


Being There for You (Ultimate Spider-Man One-shot Book)

by Mystery_Name



Category: Ultimate Spider-Man (Cartoon)
Genre: :(, Crying, Cute, F/M, Feels!, Heavy Angst, Hurt Peter, I sometimes do ship prompts too!, Intense Emotions, Nightmares, Other, Peter can sing!, Peter is turned into a kid, Self-Doubt, Spider powers!, Spidery characters, but also very fluffy, everybody loves Peter/Spidey, team relationship - Freeform
Language: English
Status: In-Progress
Published: 2016-06-18
Updated: 2017-09-02
Packaged: 2018-07-15 18:35:07
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence, No Archive Warnings Apply
Chapters: 12
Words: 37,049
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/7233976
Author URL: https://archiveofourown.org/users/Mystery_Name/pseuds/Mystery_Name
Summary: <blockquote class="userstuff">
              <p>These are a bunch of one-shots pertaining to the Ultimate Spider-Man cartoon. This DO NOT pertain to my Infected Universe! </p><p>First one-shot summary-*set after Season 2 after the episodes “Return of the Sinister Six Part 1” and “Ultimate” (part 2 of the Return of the Sinister Six). It only involves the Ultimates): <br/>Its been a week since the incident involving Spider-Man taking on Goblin and his goblinized friends. Everything should be right and back to normal, but Peter can’t stop thinking about the fight against his team, and the hurtful things they said – persisting self-doubt and nightmares are enough to keep him awake at night. Thankfully, he has a pretty great team to be there for him. </p><p>(*I take requests - as long as the request interests me*) </p><p>Enjoy!</p>
            </blockquote>





	1. Dishonest Lies

**Summary for the Chapter:**

> Peter took another deep, wavering breath. "Did you guys all – m-mean what you said?" he whispered. "T-that I am just a failure? That I'm just a cheap sell-out? Are we...are we not actually friends?" the last line he said so softly, he was afraid they didn't hear it. "I really am pathetic."

**Okay, hey guys. This is the one-shot book I told you all about. This is JUST going to be one-shots or rants about the Ultimate Spider-Man show, none of my fanfictions. These are gonna be very fluffy, angsty, intense (probably violent) not to mention some more team dynamics! ^.^**

**Especially between Peter and Miles – gosh, those two adorable boys are gonna be the death of me.**

**Also, some of the prompts I'm writing will be inspired by someone else own one-shot book, her name is Melancholy Sunshine, and you guys really need to check out her book: Spider powers ain't perfect.**

**It's AMAZING! And adorable, and I love it! <3**

**Anyway, this first one-shot is actually from a prompt that one of my reviewers asked me for. This is for you Selena!**

**Team angst/fluff here I come!**

_(*this is set after Season 2 after the episodes "Return of the Sinister Six Part 1" and "Ultimate" (part 2 of the Return of the Sinister Six). It only involves the Ultimates)_

_~~Summary: It's been a week since the incident involving Spider-Man taking on Goblin and his goblinized friends. Everything should be right and back to normal, but Peter can't stop thinking about the fight against his team, and the hurtful things they said – persisting self-doubt and nightmares are enough to keep him awake at night. Thankfully, he has a pretty great team to be there for him. ~~_

_He was breathless,_

_His heart beat so fast he feared he'd be in danger of having a heart attack. He could feel them catching up, creeping, breathing down his neck. He could barely see their shadowed bodies within the limits of his peripheral vision; just barely managing to stay out of full sight._

_Spider-Man shivered as the chill of being watched raced down his spine, across his shoulders, and down to the soles of his feet. "No, no, no, no," he chanted frantically to himself, not daring to sneak a peak over his shoulder. "No. Not again. Not again!" he ran faster, willing his body to ignore the spikes of hot shards poking his lungs and the feel of his muscles pulling tight._

_The space around him was black and gray, but blurred and unfocused, sometimes pulsing with the rhythm of his own heartbeat._ BaDum...BaDum...BaDum...

_"Spider." They sang from the shadows, hushed voices mocking and taunting him. "Spiiiidddeeerrr..."_

_"Stop," Spider-Man shouted back, not daring to pause to search for the owners of the voices. "Leave me alone. Just leave. Me. Alone." They all cruelly laughed at him; mocking him; taunting him. The noise echoed deep within his head, slicing him right down to the bone._

_Out of nowhere, something lashed out from the darkness and caught him in the back. Spider-Man's vision blinked completely black as he felt himself twist roughly through the air. A moment later he crashed violently into the ground, landing on his back, and rolling brutally across the hard surface, tearing his suit in the process. Once stopped he groaned, feeling as bruises stained the skin beneath his ripped costume._

_He coughed weakly, his ribs tightening to a painful extent. Groaning again, he wrapped his arms protectively around his torso in an attempt to dull the ache. It didn't work very well. When he had a little more strength he sat up, eyes hovering over blurry and focused, and darting around to look for his attackers. He saw nothing. But he could feel them. Their very presence was like a predator, cold and merciless, closing in – suffocating - choking._

_"L-leave me alone," he shouted, coughing violently again. "Please..."_

_They laughed at him. "What's the matter webs?" a voice taunted. "No jokes? No quips? You're losing your edge." Spider-Man didn't answer, he got to his feet looking for an escape._

_"Where do you think you're going?" another voice laughed, and something sharp swiped across his back. Spider-Man cried out in pain, back arching from the sudden burn as he stumbled down to his knees._

_He asked feebly, "W-why are you doing this? I thought we were f-friends."_

_Their laughter was loud and boisterous- it cut him right down to the soul. "We were never friends. You hardly filled the position of leader. We'd never willingly hang out with someone as pathetic as you."_

_And suddenly, as if a fog cleared, he could see them. Four people, kids, standing around his broken form. He looked up into their sneering faces. He saw Nova, White Tiger, Powerman, and even Iron Fist, all snarling with bumpy green skin and bigger, bulkier bodies. Them when they had been goblinized. Spider-Man tried to get to his feet, but Iron Fist was quick to kick them out from under him in retaliation.Spider-Man cried out on the ground as his bruised back was hit, pulsing alongside the pain throbbing in his limbs._

_"Come on, Spider," Powerman mocked. "Where's the fiery attitude you're known for? Or was it just fake, a cover-up, to hide your numerous failures and doubts?" Spider-Man didn't answer, he COULDN'T answer. Powerman chuckled cruelly and kicked him in the ribs. There was a sharp_ CRACK! He _grinned in delight and kicked the wounded teen again._

_"S-stop," Spider-Man begged, gasping around the agony in his ribs. "T-this isn't you, its-its Goblin. Come on, snap out of it."_

_"Oh, but it is them." A new voice rang out. Someone else stepped from the murky mess of Spider-Man's mind. This one was clad in a powerful and strong metal suit with a single eye centered on the helmet, it glowing a sinister green, with a darker green cape fluttering lightly from the shoulders._

_A section of the mask slid up, revealing the cruel face of Goblin, who was giving him a toothy grin. "This is their true selves." Goblin continued. Reaching down, he grabbed a wad of Spider-Man's costume, the spider emblem bunching in his fingers, and brought Spider-Man's pained body up closer to him. "I showed them who they are, who they're meant to be. And soon enough, Spider, it'll show you too."_

_"I-It's not them," Spider-Man weakly objected, black spots dancing in his eyes. "It's the goblin serum. It’s messing them up. Putting them in the form YOU want them in. You can't just do that Goblin, you can't just change my team!"_

_Goblin smirked objectively, "But I didn't change them." He stated. "I never did."_

_Spider-Man's eye widened in puzzlement, but before he could question it, Goblin smashed him back in the ground. "AGHHH!” the arachnid cried as his ribs shattered further. When he managed to look back up, Goblin was gone, but his team still surrounded him. Only this time, they no longer had green skin or bulking masses of muscles. The fangs and the claws were gone, their suits weren't stretched or ripped, but in perfect condition. They were no longer goblins, they were their normal selves. Only, they weren't. He could still see the vicious grins on their faces, so wide that it even stretched the mask on White Tiger's face._

_Then they started talking, shouting, and whispering._

_"When are you going to learn-_

_"I thought your loyalty-"_

_"Your just denying-"_

_"-you stink at a solo act!"_

_"-was to this team!"_

_"-the inevitable!"_

_Spider-Man stumbled to his feet, but the ground seemed to spin around him. His sides were on fire, his body was prickling with unknown sensations - he felt raw and bruised. Everything was moving too fast, everyone was talking too much. His mind couldn't comprehend it all._

_His mind began to splinter_

_"Numerous failures." Iron Fist sneered from the left._

_His eyes burned as every failure was brought back to him, laid out flat and in full view._

_"When are you going to learn you stink at a solo act?" Nova mocked from above._

_A choked sob caught in his throat as he recalled countless patrols alone, wounds he cleaned and bandaged himself, the loneliness..._

_"Spider sell-out!" White Tiger called gleefully behind him._

_He stumbled painfully to his knees. They're were pressing closer to him. Each word felt like a stack of bricks settling on his shoulders._

_"You might have even been able to save your Uncle Ben," Powerman said directly in front of him. Laughing in his face._

_That was all it took. Spider-Man felt himself crumble, any will-power he had left disintegrated and he collapsed in on himself. He was no longer the brave and invincible Spider-Man, but now the weak and pathetic Peter Parker. His mask was off torn savagely from his head and slapped to the ground in front of him._

_Peter curled on the ground, ignoring the agony licking up every nerve. He brought his hands to his head, pressing the palms of them to his ears desperately. "Shut up!" he shouted. "J-just shut up!"_

_But they wouldn't. It was a never ending chant. A song that wouldn't stop. He tried to block it out, but they never left. They spit words at him like acid, sometimes accompanying it with a spiteful punch or kick._

_"You're a failure!"_

_"I thought your loyalty was to the team!"_

_"Could've saved your Aunt May the pain of all your lies!"_

_"We were your responsibility. Just another one of your numerous failures."_

_"We were never really friends."_

_"You’re just denying the inevitable."_

_"Sell out!"_

_"Menace!"_

_"Freak!"_

_"Idiot!"_

_"Could've saved your Uncle Ben!"_

_"Foolish boy!"_

_And somewhere in the muck he heard his Uncle's soft voice whisper, "With great power, comes great responsibility, Pete."_

_"S-stop..." Peter cried, “ stop, PLEASE…” he was bowed over himself. Hands still pressed against his ears. Tears ran down his cheeks as he squeezed his eyes helplessly._

_"stop..."_

___________________

Peter woke up abruptly, jolting up in bed with his breaths coming out hard and heavy. His pajamas and sheets were drenched in sweat and his blanket was twisted around his body like a giant python, tightening on him like one too, restricting him from breathing fully.

Light-headed and heart racing, Peter pulled at the blanket. But when it wouldn't come off, he panicked and thrashed and tore at it. There was loud _SHRIPP_ and the blanket fell in tatters on the floor and across his lap. He took in lungs full of air, breathing deeply as his panic-induced mind tried to settle. He felt hot and sticky, suffocatingly so, and ripped off his shirt, much like the blanket, and threw it across the room.

Peter sat there on his bed, completely still, trying to grasp, for a moment, where he was. He...he was in Aunt May's house, at home; he was in his own bed, and everything was okay...everything was...okay? Unable to stop himself from shaking, Peter wrapped his arms around himself and brought his knees up to his chest; he slowly rocked himself.

He tried not to think about the battle with Goblin when his team turned into goblins. He tried to forget all the hurtful things said, tried not to remember how they attacked him, or the cruel looks on their faces. But every time he blinked, or closed his eyes – even for a second - there they were, painted on his eyelids like the world most grotesque and horrid picture.

A noise of frustration pushed past his throat and he pressed his head to his knees till it securely fit between his legs and chest. It was incredibly dark in his room, and still, way to musty and hot for it to be comfortable. It reminded him too much of the dank and humid atmosphere of the Hell-Carrier. Swallowing thickly, Peter got up from his bed and stumbled on shaky legs through the dark till he found his window.

Flinging it open, he breathed in relief when a cool breeze hugged his feverish skin. "Was just a nightmare," Peter murmured to himself. "J-just a nightmare..."

"Spider? Are you alright?"

Peter’s heart spiked as he whirled around. Danny was sitting up on his mattress on the floor, blankets pooling around his waist. Peter forgot that he was sharing a room with the monk and a needle of guilt pierced his heart for waking the guy. He turned around, so to not to face the teen "M'fine Danny. Go back to sleep." he assured, voice barely above a whisper.

Peter heard the mattress creak, a moment later the floorboards squeaked as Danny walked up to his friend. The monk couldn’t deny the shaking of his comrade's body, or the quiver in his voice. Danny placed a hand on his team leader's shoulder but then quickly drew it away when Peter tensed under it.

"Peter," Danny said gently, yet still inquisitively. "What's the matter."

Peter leaned against the window seal, his wide eyes looking everywhere but at the teenage monks. "Nothing," he tried. "Nothing, just...it's fine...I'll be fine...just...just woke up was all..."

Danny remained behind him. Peter tried not to imagine that it was the Goblin-Danny, with his sinister glowing fists and crude smile - that would be unfair for the real Danny. The monk didn’t want to hurt him. He would’ve done so by now if he did, right? It was insensitive to put the faults of Goblin-Iron Fist on Danny - no matter what happened. Peter shuddered.

"Let me go make you some tea." Danny offered and turned and made his way out of the room without another reply. Before he left, he turned to look at Peter one more time, said hero hadn't even moved in the slightest, before gently closing the door.

Breathing deeply, Peter tried frantically to calm himself down. He was no longer in the Hell-Carrier surrounded by enemies. He was at home, surrounded by friends, by family. But no matter how hard he tried he just couldn't get those savage grins out of his head...his hands tightened around the window seal, the wood whined solemnly under the pressure.

It didn't seem like Danny had been gone for long, but soon enough he was entering the room again, only this time he was being trailed by Ava, Luke, and Sam. Peter shook his head and scoffed quietly to himself, having heard them enter without needing to turn around. Of course, Danny wouldn’t let him off the hook so easy. Danny was smart. Not to mention he can read another's chi energy. Peter withheld a frustrated sigh but kept his back turned. He wasn’t strong enough to face them head on yet

Ava asked in concern, "Peter? You feeling alright?"

"M'fine." Peter muttered.

But he was still shaking. _Stop_ , Peter ordered himself. _Stop. Stop. Stop_. He felt them draw closer, but they did it cautiously like they were approaching a wild animal.

_Freak._

_Menace._

Peter squeezed his eyes shut, but was greeted by Goblin's gruesome, laughing face. His eyelids flew open again and he started sweating once more, it running down in beads across his naked chest and back. He felt like running. He needed to get out of there as fast as could, find somewhere isolated and safe where he could curl up and wait for his problems to sort themselves out.

 _You are home, idiot! I thought that was safe._ A voice whispered harshly in his head. _But it seems just like you to run away from your problems._ _You really are pathetic_.

He felt his team surround him, and even though it didn't feel menacing or threatening, he couldn’t stop his joints from locking and his heart pulsing faster. Luke spoke softly, "Pete, we're your team. You can talk to us." 

"Yeah, we're friends," Sam added.

 _We never really were friends anyway_.

Peter shook his head. "I'm okay, really. Don't worry about it."

 _Liar_.

"Sharing one’s feelings can leave them with a purer mind and a lighter heart," Danny spoke up wisely.

Peter chuckled softly, without much humor, and quipped, "Read that out of a fortune cookie?"

There was an exasperated sigh from Sam, "Enough with the jokes.” he bristled. “Come on, we know something is bothering you."

 _No jokes? No quips? You're losing your edge_.

Peter attempted a casual shrug, it coming off stiff, as his hands tightened further on the wood. "Aw, but I'm such a funny guy." he retorted half-heartedly. He couldn't help it. Joking, making fun, it was his way to deal with his problems. With the pain. Just laugh it away and pretend it didn't hurt you. Being that light-hearted idiot that everyone could talk to.

Sam rolled his eyes and crossed his arms in what-appeared-to-be doubt

Ava came up behind Peter and softly put a hand on his arm. "Someone once told me that we are a team and a family. And when something is bothering your family, you can tell us."

Peter almost snorted at the irony. He remembered telling Ava that, back when Kraven was just a weirdo with a mustache, and the tiger amulet was going crazy with bloodlust and she was losing control. And, yes, he felt like a hypocrite, but...could he _really_ tell them? Was everything they said actually true? Could the goblin serum affect them so much that they would just come up with things like that to say? Or did it just give them a reason to speak the truth?

He was too afraid to ask.

_Failure._

_Menace._

_Loyalty._

_Team._

_Sell out_.

Peter felt himself crack, just like in his dreams. He tried desperately to rail himself back in as his eyes began to moisten.

"We're here for you bro," Luke added. "Just like you're always there for us."

Peter felt himself crack further.

"Does it have something to do with Goblin, and when we were under his influence?" Danny asked. At the mention of it, the images rushed back to Peter in a loud, dark, boisterous wave. All the words said, the punches thrown – it all came crashing down, and he felt himself begin to drown...

He choked out a harsh sob as the tears spilled over, turning the wood and streetlamps outside into watery blurs. He could sense his friends stiffen behind him, surprised at his sudden burst of emotion. And why not? Why shouldn’t they be surprised? He's kept up his strong, I-totally-know-what-I'm-doing leader façade for so long that it was probably foreign to them to see him cry.

For a painful few minutes the room was silent, all besides Peter's quiet, suppressed sobs. Then the spell broke and his team moved to comfort him. They surrounded him, patting his back and giving his shoulders reassuring squeezes. "Hey, hey, it's okay," Ava whispered to him, softly, her hand hesitantly, but comfortingly, running through his messy bed hair. "It's okay, everything's okay. We're safe Spider. You saved us."

Peter shook his head. That was only a part of it. Sure he had been so scared, terrified even, that he couldn't save his team from Goblin. The feeling of being utterly helpless was nerve-racking. But that was only a part of the equation. They were silent for a few more moments, waiting patiently as Peter tried to find the words to speak, the explanation that kept tripping over his tongue. The wood being clutched by his fingers broke under his strength with a resounding _SNAP_!

Sam was on Peter's right side, one hand placed on the small of his back, and the other resting on the wall near the window. Sam leaned closer into Peter's view, concern painted on his face. "What- I mean. Umm….is there…” he sighed nervously, looking unsure of what he was trying to say "There is something else bothering you?”

Peter felt vulnerable, stripped naked and bare - humiliated and maybe even a tad angry. He has never really had anyone to share these kinds of dilemmas with. Aunt May didn't know about his heroic exploits, neither did MJ or Harry, and he certainly wasn't going to have a heart-to-heart with Nick Fury or Coulson. Peter's kept all these feelings to himself for so long. Suddenly being asked to let them all out was harder than he'd ever imagined.

"I...I..." he tried, but his throat constricted and he fought down another wave of tears.

Feeling suddenly very angry and frustrated with himself, Peter tore his hands from the window sill, unintentionally stripping off strips of wood, and stormed away from his friends. He stopped in front of the bed with his head hanging down and one hand trying to fiercely rub the tears away, while the other was curled around his stomach with that hand tightened into a fist.

He could feel the sad, concerned looks pointed his way. Ugh! He hated how weak we felt. He hated acting like this. He hated how much emotion the human body went through. He hated everything right now. But he also couldn't prolong this anymore. His friends found him broken like this, they wanted an explanation; Peter figured he now owed them one now.

"It's just..." he started, taking a deep heavy breath. "D-did you guys all..." he bit his lip, trailing off uncertainly.

Danny gently urged him, "Did we what?"

Peter took another deep, wavering breath. "Did you guys all – m-mean what you said?" he whispered. "T-that I am just a failure? That I'm just a cheap sell-out? Are we...are we not actually friends?" the last line he said so softly, he was afraid they didn't hear it. He started shaking again, "I really am pathetic." the words were whispered harshly. His hands went up to cover his face.

Instantly, his friends were back with him. "What? No. Of course, you're not pathetic." Luke said.

"And we are friends. You're probably one of the best friends I ever had." Sam admitted. "Who else jokes with me like you? Or plays video games with me? Or puts up with my attitude?"

"You're not a failure." Danny included.

"And definitely not a sell-out," Ava added. She grabbed Peter softly and turned him so he was facing her, but he kept his head down and wouldn't look at any of them. "Peter," she continued. "We may not remember too much from when we were goblins, so I don't really know what we said to you. But just know that we didn't mean it, any of it. You're the greatest guy I know. You're the best leader we've ever had. And..." she bit her lip. Then lifted Peter’s face so he could see her eyes. "And I'm sorry for all I said."

That was the first time any of them had apologized to him from after the goblin incident. Of course, they thanked him for saving them, but they didn't actually apologize for what was said. Peter stared at her in surprise. 

"I'm sorry for hurting you like that. And thanks for saving me, and - you know - not dropping me in the Hudson when you could've defeated Goblin. Thank you so much for everything." Then Ava moved forward and Peter found himself encased in a hug. His own shaky arms tensed, then went up and slowly he wrapped them around her too.

"I'm sorry too." Sam said. "And thanks for never giving up one me." He went up and wrapped Peter in a hug as well.

"I apologize for the grief I caused you, my friend." Danny spoke. "Thank you for believing in me." He joined the hug.

"Sorry bro," Luke apologized. " for hurting you both physically and mentally. You're the toughest guy I know." Then he wrapped them all in his arms. They stood in the middle of Peter's room, all wrapped around each other in a big group hug, probably looking like a bunch of doofuses in the dark.

But Peter found that he did feel better. He was no longer crying and the comforting weight of his friends wrapped around him somehow disintegrated some of the doubt and pain. His body felt a little lighter, but also suddenly very exhausted. He yawned tiredly, snapping the others out of the peaceful trance they slipped into.

Ava smiled a little, "Come on, let's get back to bed." She ordered. They all unwound themselves. Peter collapsed back in his bed and was surprised when Ava, Sam, Luke, and Danny all did too. "What?" Ava smirked. "You're the one who woke us all up, and I'm too tired to go back to my own room." She hit Peter's pillow a couple of time to fluff it up, before sinking into it.

Peter found himself smiling back. He lay on the other side. Sam and Luke squished themselves at the foot of the bed, and Danny took the other side of Peter. Their positions were Danny and Ava at the top of the bed on both sides, with Peter placed comfortable in the middle, Luke took up most of the end of the bed, but Sam found room as he switched positions so his feet were by Luke's head (if Luke noticed, he didn't say anything), with his head lying on Ava and Peter's legs.

Peter smiled a little wider, rubbing the last of his tears away. "Thanks, guys." He said in the dark. They all hummed back, muttering a low "Good-night."

And they fell asleep like that, all lying next to each other, finding comfort in one another's presence.

Later, in the morning, Aunt May stood in Peter's room, surprised with the hoard of bodies stacked on her nephew's bed.

They were sprawled along the blankets. Luke was spread eagle wide, with his legs sticking out either side of the bed, same with his hands. Sam was sprawled on top of Luke, snoring contently, using the bigger teens bicep as a rocky pillow, one of his arm was pushed under the crook of Luke's chin, causing the others head to remain looking up. Danny had one leg and one arm dangling over the bed, while the other arm and leg was squished under Peter's body. Ava, who was on the other side, had an arm strewn over Peter's head and her hair was draped over her face as she snored softly. Peter was in the middle of the chaos, he was clutching a blanket to his chest, one leg under Luke, the other intertwined with Sam's; he was snuggled close between Ava and Danny's body.

Somehow, Danny, Ava, Luke, and Sam looked almost strewn protectively around Peter. As if to protect him from anything stupid enough to threaten him, like bed bugs or nightmares. Aunt May found it adorable and quietly snapped a picture for later. This way, she always knew that Peter had someone looking out for him. And she could also use it for blackmail.

She smiled at them all, one hand placed across her chest as she watched them affectionately. Although, she _was_ questioning why Peter didn't have a shirt on. It didn't look as though anything really happened last night, she hadn't heard anything anyway, and everything looked like it was before. She didn’t notice the slivers of wood missing from Peter’s window sill.

She blew them all a small kiss, and then softly closed the door to her nephew's bedroom, deciding to let them sleep longer.

Peter sighed happily in his sleep, his unconscious mind blissfully at peace. Free of nightmares. Something that had been plaguing him ever since _that_ day. He felt secure and at ease huddled amidst the security of his team.

He finally felt safe.

___

**Slowly wipes away tear.**

**That felt sad. Was it sad? I wanted it to be sad and fluffy? Did I accomplish that? I hope so.**

**I hope you're satisfied Selena, this was kind of fun to write. I love the Ultimates angst, that team is just my bread and butter. I love them all to pieces.**

**Their team relationship is just perfect! Just beautiful!**

**I hope I portrayed that right.**

**Anyway, I figured peter might be a bit shaken up from the battle he had with Goblin and his goblinized friends. I mean, they DID say some pretty nasty stuff at him, and Peter was already the self-doubting little softie he is. So I figured it'd have a big impact. This is his team comforting him, then them all dog-piling on his bed. ^.^**

**-OfficialUSMWriter out!**


	2. Unfair Defeats

**Summary for the Chapter:**

> One-shot of the after-math of the episode "The New Sinister Six Part 2" 
> 
> *warning: Contains Spoilers* 
> 
> RAYOR (read at your own risk!)

**Notes for the Chapter:**

> Hey, just finished watching “The New Sinister Six Part 2” and I just wanted to say: I LOVE YOU AGAIN BEN! PLEASE COME BACK MY SCARLET BABY, SPIDEY NEEDS YOU!
> 
> This one-shot will contain spoilers.
> 
> RAYOR (Read At Your Own Risk)

 

 

**___**

Peter walked along the damaged halls of the Triskelion.

His feet sloshed in the still-slightly-flooded halls, moving over the debris and plaster covering almost every inch of the floor. But he kept walking in almost a trance, his arms folded tightly against his aching chest. A few of his ribs were cracked, maybe even a little broken, from after the beating Doc Ock gave him on Octopus Island.

But he hadn't gone to Connors, or any of the medics, to get them fixed just yet. He figured he'd let his team get to them first before he bothered anyone. Besides, he didn't feel like talking to anyone right now. He could handle the pain until it got too bad.

He wasn't walking to a destination. He let his feet move on their own accord as he tried unsuccessfully to sort through the muddled and shocked state of his mind. But he was surprised, startled even when he realized he walked into the room Connors had originally stored the Anti-Hydra weapon. His steps faltered for just a second before he walked to the middle of the room on shaky legs, and just stood there. His feet were soaked and wet, sending goosebumps up his legs, but he could hardly find the energy to really care. 

Everything was ruined and trashed. Ock and his Six really did a number on the place. The whole Triskelion.

For a moment, Peter let himself get sucked back into the events of earlier today. He could still feel Scarlet's body ghosting behind him, the kick to his back, forcing Peter to his knees with his arm pulled up behind his back in a breaking position. He felt Scarlet pull his head up by his mask and hair, he felt the pain on his scalp and remembered the cold sensation of feeling Scarlet Spider's barbs shoot out centimeters from his vulnerable sides with a threat growled in his ear.  

He remembered the anger and hurt and betrayal he felt as soon as his mask was pulled from his head. As soon as his biggest and most trusted secret was stripped from him and thrown back into his face. He could still felt it – even now.

The adrenaline that fueled Peter earlier now leaked from his buzzing limbs and left him feeling small, drained, and weak. He thought about how close he came to losing Aunt May and his eyes watered. But the relief that she was okay and being tended by the medics were endorphins to that pain, if but slightly. 

 He slowly revealed the fabric clutched in his hand, having been pressed up tightly against his ribs, and pulled it into his line of sight. He let his eyes roam over the fiber of the black fabric, the shine of the glossy red eye lenses. Scarlet Spider's mask. Peter had picked it up when Scarlet had thrown it on the ground defiance to Ock.

He had wanted to give it back once the fight was over, only...only Scarlet wasn't coming back.

The bright, fiery feeling of desperation and determination as he, Iron Spider, and Kid Arachnid flew to save Scarlet from Octopus Island had now fallen to nothing but smoking, dead embers; completely extinguished. And now, this - this  _mask,_  was all that was left.

Recalling the time he had saved all those people from the Helicarrier when went it went down just a year, when his team thought he was dead, he wondered if this is what his team had felt when he had supposedly been 'destroyed'. The crushing feeling of sadness, coupled with the knowledge KNOWING that you could've stopped it, was almost enough to make his knees buckle out from under him. 

Peter clutched the mask tightly, suddenly feeling a burst of anger explode in his chest like shrapnels. It wasn't fair! Scarlet – no, Ben – Ben didn't deserve that. He may have betrayed them, but he made up for it too. Ben was supposed to make it out, he was supposed to be okay, he was supposed to make up for his betrayal, get the forgiveness he deserved – he was supposed to be...alive.

It wasn't Ben's fault that he had been sad and alone with Octavius picked him up. It wasn't his fault that Ock experimented on him BECAUSE of Peter. Because Ock wanted to make a better, stronger Spider-Man.  _And you did Ock,_  Peter thought bitterly.  _And you helped kill that better Spider-Man too_.

Peter squeezed his fist tighter. He wished that somehow, someway, he could bring Ben back. Aunt May had liked him. Liked him a lot. And now, she lost two Bens. Peter lost two Bens.

Ben Parker and Ben Reilly.

Why was it that EVERY time Peter tried to be a good leader, someone had to get hurt? Flash still had a broken leg and possible concussion now (because Peter asked him to defend the key from anyone), Aunt May was scraped up (because she was family), his team was getting checked up on by medics, Cloak and Dagger were who-knows-where, and Peter's Ultimate Team (consisting of Powerman, White Tiger, Iron Fist, and Nova), the ones who  _always_ had his backwere all out on missions; Nick Fury was MIA with Nova who-knows-where. 

Even Peter himself was sporting injuries with a mild concussion, several cracked (some broken) ribs, scrapes and extreme bruising EVERYWHERE. And the worst of it all, the rotten cherry on top: Doctor Octopus now knew about his secret identity. He knew that Peter Parker was Spider-Man, and now Aunt May was in constant danger.

Peter didn't realize he was crying until he ripped his mask off and felt the cool wetness on his cheek.

He didn't know what to do anymore. Everything felt like it was falling apart. The Triskelion was in desperate need of repair, a lot of Queens was wrecked, he was losing team mates here and there, and PETER DIDN'T KNOW WHAT TO DO OR HOW TO FIX IT!

Frustration and anger and pain and hurt bubbled to the front of his mind like acid and burned away everything else. Peter felt himself fall to his knees, the water coming up and soaking a great majority of his suit. He squeezed his eyes shut, feeling the burn of unshed tears. "Uncle Ben" he whimpered, "I wish you were here...you'd know what to do..." There was no answer or past recollection. He was left alone, with his traitorous thoughts. His reopened his watery eyes and, for a few minutes, stared at Ben's mask blankly, with no emotion. He recalled what Ben said to him, " _Ock was wrong. Compassion isn't your greatest weakness. It's_ _your greatest strength...Continue being what you are: a hero_."

With one arm still wrapped around his ribs, Peter slowly stopped strangling the mask and instead gently folded it into his palm. Ben would want him to stay strong. Both Ben's would.

And right now, he needed to be as strong as ever. With his team looking to him for answers and instruction, Peter needed to be ready. He needed to somehow find the strength to keep it all together, for them. "Don't worry Ben," Peter whispered. "I won't let your sacrifice be in vain."

Peter got to his feet. He took a deep breath. He'd keep fighting, he'd try to be the leader his team deserved, and he is going to bring Doctor Octopus down while he did. "You crossed the line this time, Doc," Peter muttered darkly. "Now, I'm bringing you down,  and that's a promise." He pulled his mask back on with a new a feeling of determination and furious anger. 

No one messed with his home, his friends, or his family and got away with it.

__

Notes:

 

**Notes for the Chapter:**

> THE END! XD
> 
> Just a small one-shot of the aftermath of the episode. I don't actually think Ben is dead, I think he might still be alive. But it must strike a real blow with Peter though, I mean – losing TWO Ben's, both to criminals. :'(
> 
> But he's a determined little Spider, and he is going to bring Ock DOWN!
> 
> Hope you guys liked! And tell me what you thought of the new episode in your comments! XD
> 
> Loves you all!


	3. Move Night (+The Shot Glass Method)

**Summary for the Chapter:**

> A movie night with the Ultimate New Warriors, it does not go as expected for the Web Warriors (heeheehee)...

**Notes for the Chapter:**

> Hey guys.
> 
> So there has been a lot more one-shot requests than I originally anticipated (not a bad thing though, just a little over-whelming). So I put my thinking cap on and came up with an idea to satisfy ALL our needs.
> 
> Everyone, say hello to my Shot Glass!
> 
> Am I implying that we should all get drunk on read whatever crap I manage to whip up? No! Of course not! (ever heard of drinking-and-writing? Bad stuff happens!)
> 
> No, my Shot Glass is a method I created to help me with my one-shots. I have a mug on my desk, which went and filled with all the prompts I got from my viewers, and also my one-shots I wanted to do – thus why I call it the Shot Glass.
> 
> Anyway, each time I will pick one at random, and will write THAT one. But there are rules (save all complaining for the end of the chapter)
> 
> Rule #1- You cannot enter a one-shot into the Shot Glass until the Shot Glass is empty of prompts (I will tell you when it is)
> 
> Rule #2- I WILL do one-shot pairings, but those will be limited. (I just can’t write them)
> 
> Rule #3- I (as in the author) HAVE to keep the Shot Glass fair and random (and I promise you that I will!)
> 
> Rule #4- Uh…I actually think that’s its…so…yeah okay.
> 
> So I’m going to draw a prompt from the Shot Glass, and our winner is…..oh my gosh! ME! Yep, the first one is a personal one-shot for me. YAY!...now if I can just remember which one-shot I wanted to do…I had a lot of them…
> 
> Enjoy!

 

**____**

**Chapter title: Movie Night**

**Set before “The New Sinister Six Part 1 and 2” so Scarlet is here and he is still technically a ‘good guy’. Hope you enjoy!**

As a hard-working, Academy running, villain chasing, quip-throwing superhero/vigilante/S.H.I.E.L.D Agent, Spider-Man knew when it was time to take some down-time and relax. His students at S.H.I.E.L.D Academy were working HARD. They were studying, getting excellent grades, all top-notch with their training – they were doing superb with anything and everything thrown at them.

Only, they were running themselves dry.

Spider-Man knew they knew about an upcoming battle against Ock and Hydra, it was bound to happen soon, VERY soon; and they all wanted to be prepared for what was to come. Spidey understood that, a lot really.

But when they started wanting to train against LMD’s instead of have some time to themselves, Spidey knew something had to be done. Their integrity was admirable, but everyone (even the Avengers) needed a break once in a while. They couldn’t keep up like this, if they did, then by the time the fight against Ock came up they’d be too tired and wiped out to do much.

Besides, they were still kids. Teenagers. Sure some of them didn’t quite understand what ‘normal’ teenagers did, like Kazar or Triton, but that was no excuse that they couldn’t have fun.

When Spidey questioned them about what they liked to do in their free-time, the words ‘dinosaur wrestling’ and ‘watching prisoners with Lockjaw’ came up, and he now knew he HAD to do something. He was going to show these kids a good-time or Spidey was seriously going to sell some of his blood to Ock as punishment to himself.

Which is why he cleverly (it really wasn’t clever) devised an marvelous plan (it wasn’t THAT marvelous) to show these kids when to take time off for themselves (that part is correct) so Spidey came up with…a movie night! (that is also correct).

When Spider-Man presented this idea to his colleague though, their reaction wasn’t as excited as he hoped.

“A movie night?” Scarlet Spider scoffed. “As if we have time for that kind of thing.”

Nearby Dagger nodded in agreement, “Yeah Spidey, we don’t have time for a movie night. We’ve got training, and classes, and, well, we’re just too busy.”

Squirrel Girl was on her bunk, playing with Monkey Joe as she added, “Yeah, we’ve got to prepare for Hydra. We know they’re going to attack soon, and Monkey Joe likes to be prepared.” Said squirrel seemed to chitter in agreement.

Spider-Man crossed his arms and sighed, “That’s the problem you guys; you’ve been training TOO much.” White Tiger sat up in her bunk, looking as though she was personally offended as she said, “Too much training? There is never too much training.” Some of the others in the group made a face that signified that they very much disagreed with that.

“Look Spidey, we just want to be ready for when it,” it as in the Hydra attack soon to come, “happens. I don’t think anyone wants another battle like the one with Arnim Zola.” Aw yeah, the battle against Hydra which led to Spider-Man practically running S.H.I.E.L.D Academy (along-side Dr. Curt Connors of course). The one that had took over the tricarrier and turned it into Hydra Island, a new Hydra base (which was UP IN FREAKING SPACE!), that now has one Nick Fury missing, along with one of Spider-Man’s teammates: Nova.

Yeah, he remembered that battle well. It’s also when he found Scarlet Spider, er…well, when Scarlet Spider found HIM. Of course Spidey didn’t want that either, but training themselves to death wasn’t an option either.

“Of course I don’t want another battle like that,” Spidey agreed with Powerman. “But working yourselves thin isn’t going to work either. You’ll all be worn tired by the time Hydra does attack, and I think I’d prefer it if my teams were fully functional at full capacity.” They all shrugged at his words.

“But we will have the extra training.” Kazar added matter-of-factly as he scratched behind Zabu’s ears, the big cat purring in contentment.

“Uh, yeah you will.” Spider-Man said. “But I don’t think you get my point. It’s okay to train hard and push your limits, but you guys need to know when to chill and relax. You don’t want to overwork yourselves.”

Iron Fist smiled at Spider-man, “I think a movie night sounds like a great idea.” He said, clapping a hand over Spidey’s shoulder. Spider-Man gave him a grateful smile, but it might have gone unnoticed thanks to the mask – hopefully Fist picked up on the grateful vibe he was sending out.

“We don’t want to get distracted from the task at hand.” Iron Spider argued from his bunk as he read through some article about new high-tech advancements. “Yeah, but it’s always nice to unwind.” Agent Venom rebuked. “Back when I played Varsity Football at Midtown, our coach worked us long and hard, but we always set up time to just chill and relax; we’d go bowling or to the movies. It was great.”

“But did it work?” Cloak asked.

“Hey, State Champion and football star right here,” Agent Venom smirked, jabbing a them at himself and leaning back in his chair smugly. “We won almost every game.”

“Well I still don’t think it’s a good idea.” Scarlet Spider huffed, he was leaning against the wall with that mysterious I’m-awesome-and-I-know-it-but-I-will-still-slash-you-if-you-annoy-me aura that was always surrounded him. “Well, I guess it doesn’t matter.” Spidey said, crossing his arms stubbornly. “I’m the Acting-Director till Fury takes charge again, and I officially declare that all classes are cancelled until we have a movie night. HA! So suck it up and go get your best PJ’s on.”

Agent Venom and Kid Arachnid whooped and pumped their fist in excitement as they went to get dressed. The others followed behind, though most now had a small smile on their face. Scarlet Spider rolled his eyes at their childish behavior, and made no indication to move from his designated wall spot.

“So are you just going to sit there all day, or are you going to join us?” Spidey asked, allowing a tint of childish hope to seep in his voice. “I’d be awesome to have us all there.” Spidey added.

Scarlet Spider sighed in exasperation, “Fine, I’ll go. But not because you asked me to, because I smell popcorn and I’m hungry.”

Spider-Man chuckled and gave a goofy salute, “Yes Sir, extra buttery to everyone’s liking Sir.” Scarlet Spider groaned and mumbled something about bad jokes as he walked away. But that didn’t stop Spider-Man from wearing a big grin on his face.

* * *

 

In the training room, Spider-Man had a big projector set up so they could project the movie onto the wall. The teens all sat on the ground, amazingly soft blankets strewn around them, all wearing ridiculous pajamas with a different superhero on it. Spider-Man wore a pair of pajamas that had his own masked face stitched all over, with his mask still on over his head. Iron Fist, Powerman, and White Tiger all had their own superhero face or insignia on their PJ’s as well.

But since everyone else was still new to the marketing businesses, so they didn’t have their own hero jammies. So they all got one consisting of someone from the Avengers, Fantastic Four, or Hulk and his Agents of S.M.A.S.H. Of course Scarlet absolutely refused to where the extra pair of Nova pajamas (because the real Nova wasn’t there) and Spidey decided not to push his luck. At least he actually got Scarlet to show up.

Spidey allowed all the teens to pick a movie, and after much fighting, and an argument won over a quick game of paper-rock-scissors, it was decided on a horror movie. Spider-Man didn’t mind, he used to watch horror movies with Harry all the time before he became Spider-Man.

But those horrible-horror movie days didn’t happen as much anymore, due to him and Harry not seeing each other as much. And while Spidey wished Harry could be here to watch this horror movie with him, it was still nice to watch it with his team. So he popped the movie into the projector, shushed his excited teammates, and the movie began.

Spider-Man was soon to regret it.

See, Spidey fought villains and monsters that would make those in the horror move pee their pants. After looking in the faces of Goblin and Doctor Octopus, Spidey didn’t think anything scared him anymore. But while watching the movie, he found himself jumping whenever the monster popped on screen. Whenever there was a blood-curdling scream, Spider-Man pulled his fuzzy blanket tighter around him and tried to force himself not to jump in the arms of the person closest to him.

Which happened to be Cloak.

His teammates kept giving him weird glances whenever he jumped a little, or gave a small squeak when the suspenseful music started. But you couldn’t blame him! He wasn’t the only one. Near him, Kid Arachnid was slowly trying to impend himself into Spidey’s side.

And next to Kid Arachnid, Agent Venom was slowly inching behind Miles, as if the younger would protect him from the monsters. Amadeus didn’t seem to be having any trouble, though he too did jerk around when it got intense. Sparing a quick glance at Scarlet, Spider-Man even saw him tense and jump from time to time.

But for some reason it was just the Web Warriors, the rest of Spidey’s teams seemed just fine, even laughing and making fun of the monster. Spidey tried to join in from time to time, but then his voice would start shaking and he’d cling tighter to Miles. Eventually, Spider-Man decided to just pipe down and wait out the movie.

Even if said movie was slowly killing him on the inside.

But as the minutes went on, the Web Warriors behavior was getting noticeable. On a quiet, boring scene with the protagonist, White Tiger turned to Spidey and said loudly, “You’re scared!”

“Am not!” Spider-Man squeaked back, before clearing his throat and saying normally, “I’m not scared.”

“Uh-huh, then why do you keep jumping? And squeaking? And-“

“Okay, okay I get it!” Spider-Man interrupted, waving his hands in front of her to get her to stop. “It’s just…this movie is a bit more intense than I thought…”

Spider-Man knew that if Nova was there, he’d be teasing Spidey mercilessly. But his remaining teammates got it handled pretty well, “Aw, do we need to turn it off and watch something else?” Powerman teased.

“Not even Monkey Joe is scared.” Squirrel Girl laughed.

“The monster in this movie is quite unrealistic and very humorous actually.” Triton chuckled.

Spider-Man glowered at them all, “Hey I’m not the only one scared! Football star over here is starting to get clingy,” Agent Venom stuttered objectively, before saying accusingly, “Well Kid Arachnid is scared too!”

“So is Amadeus!” Miles was quick to defend himself.

“I keep seeing Scarlet Spider jump!” Amadeus accused, said Spider glared at him, one of his slashy barbs shot out threateningly. “So…it’s just the Spider?” Kazar concluded.

Spider-Man shrugged, “I don’t know. I mean, I’ve watched horror movies before, scarier ones even. I don’t know what’s wrong with me this time. Or any of us really,” he gestured to the rest of the Web Warriors. “Yeah, I watched scary movies all the time back at home,” Miles muttered. “But it’s been a while since I have,”

“I actually have a theory.” Amadeus announced.

“Of course you do.” Agent Venom mumbled.

Amadeus went on to explain like he didn’t hear the symbiote hero, “So, all of the Web Warriors have a Spider-sense, correct?” they mumbled a yes. “I have my artificial Spider-sense, Agent Venom gets his from the Venom symbiote, and Spidey, Kid Arachnid, and Scarlet all have theirs on instinct.”

“Get on with it!” someone playfully yelled from the group.

“Well, we’re all so used to our Spider-sense telling us when something is going to happen, or pop out, that the prospect of NOT being able to sense it freaks our mind and bodies out. We can’t sense when the monster is going to pop up cause it’s not technically a threat, and it’s just a show. But we instinctively expect to sense it, and when we don’t, our bodies and heads start flipping out and scaring us.” He finished.

It was quiet for a moment, “Wow that actually does make sense?” Cloak muttered. Iron Spider beamed happily, “Being a genius as its perks.” He replied.

“HA! So I’m not just a wimpy kid!” Spider-Man shouted in victory. “HAHAHA! We can all agree to blame this one Spidey-sense and – holy crap something is happening!” Spider-Man, Agent Venom, and Kid Arachnid immedianly huddled together as the movie took a darker turn.

Amadeus was able to withhold for a while, but eventually he too found himself snuggling in the blankets with the rest of his Spidery teammates, eyes wide and glue in horror at the movie screen. Scarlet Spider still remained off to the side, his muscles going taut, Kid Arachnid could’ve scorn his barbs almost came out from time to time, “You wanna join us?” Miles asked, opening the giant blanket the Web Warriors were all sharing.

“I am not sharing a blanket with all of you.” Scarlet deadpanned back.

* * *

 

Scarlet Spider was huddled between Agent Venom and Spider-Man, with Kid Arachnid clinging to Spider-Mans other side, and Iron Spider huddling with Agent Venom’s other side. They were all mushed together, the blanket forming a protective barrier over them all.

The movie was reaching its climax, where the monster was expected to show up at any time. The Web Warriors breathing hitched as the suspenseful music rose, causing them to bunch the blanket tighter till only their heads could be seen poking out. Though because Kid Arachnid was the smallest, only the top of his head poked out his eye lenses was the only thing people could see of him.

Behind the unsuspecting Web Warriors, Powerman and White Tiger shushed the others quietly, as they slowly got up and stalked toward the spidery-heroes back. The music was rising, the Web Warriors all held their breath as they waited for the monster to pop out and eat the unsuspecting victim.

And right as the music abrultpy got louder, the monster shooting into view, White Tiger and Powerman jumped yelling as loud as they could, “BOO!”

The next moment was chaos.

The Web Warriors all screamed loudly; Kid Arachnid jumped from Spidey’s side, right into the arm of Squirrel Girl. Scarlet Spider was so startled, his barbs shot out, ripping the blankets and breaking the popcorn bowl at his feet as he jumped up. Agent Venom shrieked, the venom symbiote responding by lashing out with symbiote tendrils before racing out of the room still screaming. Amadeus also shouted, he shot to his feet, stumbling away frantically before falling on his butt.

The other teens guffawed with laughter, holding their sides breathlessly at the sight. “Wait…” Zabu muttered. “Where’d Spidey go?” everyone looked around, but their leader was nowhere in sight. Iron Fist heard a small noise above, and looked up, tapping Powerman on the shoulder a second later.

“Spidey?!” Powerman laughed.

Spider-man had jumped clear to the ceiling, and was now clinging to one of the light fixtures; his hands clutched onto it with crushing strength, and his legs were wrapped around it like the light fixture was the only thing keeping him alive. The room erupted into laughs and giggles once more, as the rest of the Web Warriors tried to calm themselves down.

Soon enough, Agent Venom came sheepishly walking back into the training room, Squirrel Girl deposited Kid Arachnid on the floor gentle, Powerman helped Amadeus up off the ground, and Scarlet Spider threatened to stab anyone who brought up what just happened (refusing to admit any of it).

The only one left was Spider-Man. “Spider, you can come down now.” Iron Fist called.

“Oh, um…yeah, yeah okay. Uh…the thing is…” Spider-Man mumbled sheepishly. “I, uh…I don’t think I can.” He made a point of trying to pry his fingers from the light fixture, but he was stuck tight. There were more laughs. Amadeus flew up there, and Kid Arachnid climbed up on the ceiling, and together coaxed Spider-Man’s body into letting go.

Eventually, their leader was down. As soon as his feet touched the ground, Spider-Man whirled around to face his team saying, “We never speak of this again!”

* * *

 

Despite the humiliation, the movie night turned out to be a success. The next morning, the teens looked much more relaxed and easy going. They were smiling and joking, endless upon endless teasing toward the Web Warriors. But it was okay, because everything seemed perfect.

All of the teens at some point came up to Spidey, asking when the next movie night was, or suggesting some other fun places to go. A lot of them asked to go bowling, and Spidey couldn’t help but wonder if that was under the influence of Iron Spider and Sandman (Sandman who saw the footage from the security cameras and promised to be there next movie night).

Even Scarlet Spider seemed more relaxed, “It wasn’t that bad.” He admitted to Spider-Man. “Punk.” He added as an afterthought.

Yep, Spider-Man may have lost some of his dignity that night, but at least he wasn’t the only one. Kid Arachnid, Agent Venom, Iron Spider, and Scarlet Spider all got to share in his suffering.

Spider-Man just really hoped Nova didn’t get his hands on that video footage.

 ___

 

**Notes for the Chapter:**

> And end! Whoo hoo! That was fun! I really enjoyed writing that, and just imagining the Web Warriors snuggling together makes me so happy. They’re all just one happy family and I want them all to stay like that forever and ever and ever and ever!!! I was thinking about making a little bit of fan art to go with this, but that’s only if I can get my hands to work correctly.
> 
> Anyway please share your thoughts about the one-shot, as well as your thoughts about my Shot Glass method. I hope you guys enjoyed! ;)


	4. Snap! Click! A Memory is Preserved!

**Summary for the Chapter:**

> Spidey has a secret hobby, and him and his teams are a big happy family...

**Notes for the Chapter:**

> Hey guys, this one-shot is (what I call) O.T.H (On The House), which is a one-shot that I couldn’t wait to post and posted it right away. It’s a one-shot me and Melancholy Sunshine came up, we both wrote our own version down. You guys should go check hers out, she writes so AWESOME!
> 
> Hope you guys enjoy!

**____**

The first time Peter took a picture of his team was when they were on the beach to Sandman’s Island.

He was a little hesitant about bringing his camera, but as he watched Danny and Luke play catch, and Nova build oddly-constructed sand aliens, and Ava secretly reading her romance novel, Peter was suddenly very happy he brought it.

He clicked the camera silently, the flash turned off so they wouldn’t realize he was snapping their picture. It’s not that Peter was ashamed of loving photography, it wasn’t some huge secret he’d rather lie and manipulate is way out of. It just never came up, besides if Peter was completely honest, he felt that he would get teased.

By Sam mostly; but still…it didn’t matter. It was just some silly picture; his team didn’t even have to know about. The only reason Peter really took it, was because this was one of the first time Peter really thought his team was just having fun, and being themselves. Right now they weren’t just teammates, but friends.

Peter subtly snuck the camera back into the S.H.I.E.L.D jet they ‘borrowed’ hidden safely in his jean pockets away from evil clutches of sand and water. He returned back outside in time for Danny to wave him over for a volleyball game.

* * *

 

 

The second time Peter took his teammates picture was when they were helping the Damage Control clean up the Wrecking Crew’s mess.

He was able to get away from the Bugle cameras and workers watching, for a bathroom break. As he made his way back, he stopped for a moment and brought out his phone.

Peter snapped a quick pic of his team, all smiling and poking fun at Nova because Peter accidentally shrunk him, despite all the work they were stuck doing.

Besides, Nova was 8 inches tall and talked like Tinkerbell; how could Peter NOT take a picture.

(Later that night, he downloaded it onto his camera – for precautionary reasons)

 

* * *

 

The third time Peter took their picture was their first night moving into his house.

Well, sort of. S.H.I.E.L.D supplied Ava, Luke, Danny, and Sam with enough cash to get themselves some clothes and essentials. Just thinks that were ‘recovered from the fire that burnt their apartment building down’.

Aunt May was out running for some take-out as they worked. All their new clothes and ‘personal items’ were picked in boxes to make the move-in more believable. Luke was easily carrying several big boxes in through the living room, but Sam accidentally knocked him to him and all the boxes went sprawling.

Peter always had an eye for perfect-picture moments, and had his camera quick in hand. The picture was a frozen image of Luke sitting on the floor looking confused and in a daze, Sam was sprawled next to him with a box on his head. Luke and Ava were in the background laughing loudly.

Peter and his camera were almost discovered that night, but Peter managed to get his camera away from prying eyes.

* * *

 

By the eighth picture, Peter didn’t limit himself to just taking pictures of his team as a whole. He started taking individual pics of his them. One of White Tiger chasing Nova threw New York because he tried to make a ‘cat video’ of her. Iron Fist back at Kun’Lun, dressed in his monk robes while performing some awesome monk moves. Nova laughing with Rocket Raccoon and Groot on their rocket ship. Powerman trying to help get ‘Awesome Android’ under control.

By this time, Peter just started taking his camera everywhere with him, and if his camera wasn’t with him, then Peter used his phone.

* * *

 

Somewhere around the 20th picture, Peter realized his was taking too much storage in his camera. After scrolling through them all, he realized he couldn’t delete ANY of them. They were all such nice memories, and Peter couldn’t find it in him to throw any of them out. So he secretly went out one night and got them all developed and stuffed in an envelope under his mattress.

No one had to know. I mean, friends took pictures of friends all the time– right? It wasn’t weird…okay so Peter felt a little weird. Would his friends be freaked out by all the pictures he takes? Would they get mad at him?

So Peter refrained from telling anyone, his pictures being something he could cherish himself.

* * *

By the time Peter had his New Warriors team together (soon enough their pictures joining his collection) did he realize that he was getting an increasing pile of photos.

Still unable to throw any of them away, Peter went out one day and bought himself a scrapbook. He spent the majority of his day cutting out certain pictures, gluing them on paper and decorating his scrapbook. By the time he was done, Peter was thrilled to know that he still had almost half the book left to fill.

He got back in his costume, snuck his tiny, portable camera in his boot, and headed back to the Academy.

* * *

 

By the time the Web Warriors were assembled (all the way up to Scarlet Spider), did Peter’s scrapbook finally get full. It was kind of sad, all those hours carefully cutting, pasting, and decorating were over. But Peter was pleased with the results.

His scrapbook was kept safe in his Academy locker, somewhere he could easily find it and be reminded of all the people he was fighting with, who looked up to him, and who he couldn’t (wouldn’t) fail. All of his teammates; friends; family; but Peter was still super careful not to let anyone see it.

Maybe over time he would show his team, but for now…

* * *

 

His team found out.

It was an accident. It was on one of those days where Peter was stuck solving some problem with Curt Connors in the lab, and his teams decided to go get him so he could just relax for a bit. They decided all go – you know, safety in numbers and all that. Besides, the more there, the more to convince Spidey to take a much needed break.

As they moved through the halls, Agent Venom and Powerman were playfully pushing each other back in forth; but one particularly hard push caused Powerman to fling back – right into Spider-Man’s locker.

The locker whined sadly under the pressure, and the door opened, barely hanging on by its screws. “Oh sorry!” Agent Venom apologized. “My bad - my man!”

“I’m okay.” Powerman assured, getting to his feet. “Can’t say the same for Spidey’s locker though.” the locker door snapped off its already-weak hinges and clattered harshly on the ground in agreement. Powerman winced and picked it up.

“Hey, what’s that?” Nova wondered aloud, pointing to something hidden inside the shadows of the Spider-Man’s locker. He moved forward to grab it.

Ava glared at him in disapproval, “Nova, leave it alone. It’s not yours.” She scolded.

“It’ll be fine, besides what is Spider-Man hiding that we don’t already know about?” Nova joked; still hovering in the air, he looked down at the thick, heavy-duty scrapbook. It had a simply cover, just blank black with a red and blue spider drawn on top with gel pens. “A scrapbook?” Nova chuckled. “Oh, I hope there’s a couple of embarrassing baby pictures of Webs in here.”

Nova turned the cover, and his teasing smile fell from his face. After a moment, he slowly descended back on the ground as he gazed at the first page of the scrapbook. “What is it?” Kazar asked. All the teens huddled around Nova, staring at what they saw.

It was pictures of Spider-Man’s first team, the Ultimates. There were some with them at a beach (which Sandman recognized as the one back on his island), there were some of them dressed as the workers with Control Damage (Nova, whom was extremely tiny, was frozen mid-way scolding White Tiger, Powerman, and Iron Fist as the said three were laughing).

Nova turned the page, and they were met with more pictures. Powerman running after a giant, gray android thing, Iron Fist performing an awesome move, a hilarious one of White Tiger chasing Nova (her claws out) as Nova was flying away looking incredible panicked.

“Hahahaha, what’d he do to upset her?” Dagger laughed.

“Let’s just say Tiger is not fond of cat videos.” Sam grumbled. Ava nodded and hissed at him, Sam jumped but glared back. They continued on through the scrapbook. As more pages were passed, the number of pictures of people increased. Soon the New Warriors were added into the Scrapbook, and soon after that: the Web Warriors.

The teens were laughing happily on the floor by that time, looking at pictures of them all dressed as Captain America for the fourth of July (standing on a building, saluting towards Avengers Tower), another with Nova and Miles teasing White Tiger and Zabu with catnip, then another with White Tiger and Zabu chasing Nova and Miles through the Academy (catnip forgotten).

There was a picture of all the teens decorating the Academy for Christmas. Squirrel Girl was beaming happily form the side as she held up two stockings stuffed full of her squirrel friends, then another with Agent Venom giving Monkey Joe an acorn with a tiny bow. They saw one of Scarlet Spider hanging upside down with Miles and Agent Venom. Then another one with Scarlet Spider cooking several hotdogs with Agent Venom, Kid-Arachnid, Kazar, and Dagger all looking incredible pleased whereas Scarlet seemed to be scowling.  One of Triton swimming in the ocean near the beach, before dunking Powerman under the waves. One of Amadeus showing off a new device he was test-running, and by it was a picture of him running around extinguishing fires in his lab from said new device.

Every picture was cut out with the upmost care, and decorated perfectly. It was obvious how much time was put into it.

On the very last page, it was a picture of all of the teens sitting out on the beach created by Sandman. It was a full-moon that night, they were all huddled around a fire, laughing, as they all retold old stories and adventure. Written above it in neat penmanship was the name: **My Ultimate New Warriors** , and below the picture was a nervously scrawled word: **Family**.

“Wow.” Was all Powerman could say, while nodded with a small smile, as he gazed at it. The others nodded in agreement. “I didn’t know Spidey was taking pictures of us this whole time.” Squirrel Girl mused.

“I’m surprised he got away with it without anyone realizing.” Scarlet Spider commented, for once not sounding annoyed. He was looking at himself in the picture, marveling in how well the picture was taken. He could almost feel the cool breeze and heat of the fire, as the wave nearby lapped lazily against the sand.  

Miles scowled a little though; he flipped through the pages a few times before asking, “Why aren’t there any pictures of Spidey in here?”

“Huh.” Amadeus said, rubbing his chin as he thumbed through the pages as well. “You’re right; there are none of him here.”

“Of course he would just take pictures of us and leave himself out.” Nova muttered with a shake of his head. “That’s Web-Head alright.”

Cloak hummed accordingly, “Well, none of us even knew he was taking pictures of us.” He noted. “So either he has a stash of selfies hidden somewhere, or he just had no way of including himself.”

“I think I have an idea on how we can change that.” White Tiger smirked. “Spider-Man’s birthday is in a few months, I think I have the perfect gift idea for him.”

(Later the teens put back Spidey’s scrapbook and Amadeus fixed up the locker. Spider-Man didn’t suspect a thing).

* * *

 

(Months later)

Spider-Man hurried through the Academy, swinging on his webs to get around faster. _They better be alright_ , he thought to himself. After spending his birthday day-off with Aunt May, Harry, and MJ; Peter was abruptly called back to the Academy by his team. Apparently is was some big ‘emergency’ that they really needed help with.

Spidey just hoped something wasn’t about to explode.

He burst inside the Academy dorms, perching high up on the wall. It was very dark inside, and Spider-Man could barely hear the faint patter of feet and hushed breathing. “Uh…guys?” he called.

Before Spider-Man could switch his eye-lenses to night-vision, the lights flashed on and suddenly everyone was yelling REALLY loud, “HAPPY BIRTHDAY!!!”

Well, Spidey was so startled he slipped from the wall and landed face-first on the floor.

Spider-Man heard them all rush toward him “Whoa, bro, you okay?” Agent Venom asked above him, and Spider-Man felt something lightly touch his arm. “Uh…Spidey? Hello?...Guys I think we killed him!!”

Spider-Man groaned loudly to signify that 1) He was not okay, and 2) He was certainly not dead. He slowly lifted his head and looked up to see his teammates. Spidey lifted up his arms, so his hands supported and kept up his head, as the arachnid smiled widely and asked innocently, “So, what’s the occasion?”

Scarlet Spider and White Tiger rolled their eyes, as the rest of them chuckled lightly. Agent Venom and Kazar helped Spider-Man to his feet, “Well, at least we didn’t accidentally kill you.” Flash muttered sheepishly. Spider-Man laughed, when he was back on his two feet, he looked around the dorm rooms and felt his breath slightly catch in his throat.

The walls were lined with streamers and balloons, there was a few tables filled to the brim with food and drinks (when throwing a party for superheroes, ALWAYS have a LOT of food ready), with another table stacked with self-wrapped presents. There was a big banner hanging up on the wall above Spider-Man’s bunk, it read: Happy Birthday Web Head, and two, printed Spider-Man heads hung on either side of it.

“Aw, you guys didn’t have to throw me a party.” Spidey said, feeling himself blush a little under his mask.

“Well, we wanted to, so suck it up Bug Breath.” Nova smirked, childishly sticking his tongue out at their leader. Spider-Man ‘maturely’ returned the gesture.

“Yeah, it’s the least we can do.” Squirrel Girl added, she sat on a chair with Monkey Joe perched on her head with a red and blue flower clip on his ear, his squirrel cheeks were stuffed with something big and bulging. “Monkey Joe wanted to wish you a happy birthday too.” She added with a smile; Monkey Joe chittered in agreement.

The squirrel chittered again, and jumped off the chair. It scampered across the floor, up Spider-Man’s leg and in his palm. Monkey Joe then deposited the giant acorns from his mouth and into Spidey’s hand, before running off again and back toward Squirrel Girl.

Squirrel Girl pat his head adoringly and whispered, “I’m so proud of you.”

Spider-Man rolled the acorns around in his hand, “Uh…thanks Monkey Joe. I l-ove them.” Monkey Joe clicked and chittered as the rest of his team laughed in amusement.

“Are we going to stand here all day, or are we going to party?” Scarlet Spider dully asked within the group.

“OH YEAH! LET’S GET THIS PARTY STARTED!”

 

(Later)

Toward the end of the party, Spidey found himself approached by his teammates again. After a rough night of partying and hanging with his S.H.I.E.L.D friends, Spider-Man was pretty tuckered out.

But seeing them walking toward him, Spidey perked up anyway saying “What’s up?”

“Well, we have one more present for you.” Dagger said.

Spider-Man’s eyes widened, “Guys the party was enough, you really didn’t have to get me anything else.” Instead of answering they all smirked before handing him a horribly wrapped gift. It was folded in pieces of wrapping paper and newspaper, “That’s not the Bugle is it?” Spidey asked pointing to a certain strip. The present was topped off with a pretty blue bow.

Spider-Man took it carefully in his arms, “Did Nova wrap it?” he asked. Nova rolled his eyes, “No...Scarlet helped.” Spider-Man he glanced up at his team one last time for a brief second, before unwrapping the gift. As he got closer to the object beneath, his hands slowed as it slowly came together what his present was.

He brushed aside the last of the wrapping paper, “Is this a…” in his lap was a scrapbook. It wasn’t a very big one, but it looked a little worn, each symbol of his team was drawn on the cover.

Spider-Man took a deep breathe, “You guys know about my scrapbook don’t ya.”

“Yeah,” Iron Fist admitted.

“Look, I know it’s a little weird.” Spider-Man started. “I mean, I loved photography for a while, I just haven’t done it that much. I snapped one pictures, than another, than I couldn’t stop myself, and I needed somewhere to put them so I just – you know, made the scrapbook. Sorry if its weird, I can just…you know….I just….gosh I need to stop talking-“

“Hey, easy there.” Cloak interrupted smoothly. “It’s not weird.”

They all nodded, “It was actually kind of, sweet.” White Tiger admitted.

Spider-Man blushed and ducked his head sheepishly, “Uh…thanks.”

“Aren’t you going to look in yours?” Miles asked, leaning forward eagerly. Spider-Man felt like a grown-up among children, under all of their excited eyes and smiles.

Spidey opened it up to the first page and a smile immedianly broke on his face. It was a picture of him and Powerman attacking Nova with a flurry of water balloons. The next one was Nova playing a game of dodge-the-energy-blast with Powerman and Spider-Man as the two latter run for safety.

There was another of Spider-Man, Scarlet Spider, Kid-Arachnid, Agent Venom, and Iron Spider all fast asleep on one giant constructed web. Miles was curled comfortable against Spider-Man’s back, Spider-Man one arm across Agent Venom’s face, whereas the symbiotic hero had his feet propped up on Iron Spider. Scarlet Spider was on the other side of Miles, with his back pressed tight against the other boys, with one leg crossing over Spider-Man’s.

The next was Spider-Man and Kazar trying to give Zabu a bath. Bubbles were all up Spider-Man’s arms, and covering his head, Kazar had them all over his front and peppering his face like a beard. The two were running after the giant cat, Kazar pulling a head, and Spider-Man behind lugging a towel with him.

As they continued on, Spider-Man’s smile grew wider and wider, sometimes bursting out with laughter as the crazy pictures. “You took these all within the space of a few months.”  Spidey demanded.

“Yeah,” Squirrel said. “They’re not as good as yours but-“

“No, they’re wonderful.” Spider-Man assured. “Really, you guys did awesome.”

They all beamed at Spider-Man, and for a moment they all stood in a comfortable silence. Spider-Man ran his gloved hand sub-consciously down the pictures. Before long he burst, “Okay, that’s it! I’m calling it! Everyone group hug! NOW!” they all laughed and swooped in.

Spider-Man hugged them all tight. “Okay guys, just like we practiced.” Miles said.

Then they all shouted together, “Happy Birthday Daddy Longlegs!!” though Agent Venom was a few seconds off.

Spider-Man chuckled with a slight shake of his head. “Ah, I love you guys.”

“…So about this photography thing…”

 ___

 

 

**Notes for the Chapter:**

> This was longer than I intended…and a lot mushier…THEY ALL JUST NEED TO BE ONE BIG HAPPY FAMILY, DO NOT JUDGE MY NEED FOR THIS!
> 
> Thank you Melancholy Sunshine for coming up with this with me, it as fun. And for all of those out there who don’t know her, go check out Melancholy Sunshine’s fics, they’re awesome, and she did her own one-shot about Photgraphy/Scrapbook Peter!.
> 
> Hope you enjoyed! Till next time!


	5. Long Live the Queen!

**Summary for the Chapter:**

> Whatever Iron Patriot wanted to say was interrupted, as Morbius suddenly came careening into them, sending all of them into a dog-pile on the floor. Carnage Queen came sauntering over to them, stopping in front of Spider-Man, who was shivering on the floor. She crouched next to him. “Easssy,” she cooed. “You’ll be one with usss ssssoon.” one of her claw fingers brushed imaginary hair from his masked eyes. “The processss is almossst complete, my pet. Jussst a little longer.”

**Notes for the Chapter:**

> Summary: A alternate scene to “Symbiote Saga Part 3” - It never ended how it was supposed to. When Spider-Man, Agent Venom, and Iron Patriot journeyed into the carnage-gooped Mid-Town High School, looking for Mary Jane Watson, nothing went according to plan. They find their friend, taken over from the symbiote, and intent on not letting them leave alive. Not only that, but she awakens a long-dormant evil inside Spider-Man, one he thought no longer resided within him. 
> 
> Taking place in Symbiote Saga Part 3, when Spider-Man, Iron Patriot, and Agent Venom find the room occupying one symbotized-MJ. 
> 
> Enjoy!

****

“Mary Jane, we came to get you out.” Spider-Man called, stepping past Iron Patriot and Agent Venom to address the voice of said girl. He saw a shadow cast on the wall in front of him, though it was blocked by thick and hardened columns of carnage gunk, each one falling horizontally on top one another, obscuring the view. “You’re friends are really worried about you.” he added. 

The shadow on the wall grew as the figure it belonged to drew closer. Though, there was something weird about the way it was shaped; it looked...sharper than a normal shadow, if that made any sense. 

Agent Venom and Iron Patriot moved to stand next to him, though Spider-Man wasn’t sure if it was because they noticed the odd shape or if they were offering support. Might’ve been both. “We need to get you out of here, the carnages are taking contr-” Iron Patriot started to say, before he stopped as the figure stepped out from the shadows and in front of them. 

It definitely wasn’t the Mary Jane they had expected. Instead, it was a black and red creature with its legs split into several bug-like barbs, it had long slender arms with fingers that were sharpened to a point, and a black, crown-like thing on its head. Its white eyes were relaxed, but sharp with curiosity. 

“Not anymore.” she answered Iron Patriot smoothly. “The Carnage Queen iss in complete control. Carnage iss order.” her lips pulled into a pointed smile and her eyes narrowed with excitement with her statement, as she observed her guests. 

“Uh-oh.” Agent Venom said, his eyes widened as he took in the symbiotic-Mary Jane Watson. 

Spider-Man couldn’t believe it. Great, just great.  _ Fantastic!  _ There goes  _ another  _ one of his friends, drawn into a fight that he started; that he had been involved in. Flash, Harry, Miles, even Aunt May - a few of the victims he ended up endangering. 

And now, MJ was a weird, carnage gooped  _ something.  _ Yep, it was official. Being friends with him was one of the most dangerous things people could do. 

MJ - er, the Carnage Queen tilted her head to the side curiously as he looked over her quests. “Are you the onesss angering my petsss?” She hissed. 

“Mary Jane,” Spider-Man tried, moving a cautious step closer. “I know you're in there.” he moved so he was standing in front of her. “You’ve got to fight this. Flash was able to conquer his symbiote, you can too.” 

Mary Jane - Carnage Queen - whoever she was, her face contorted into confusion as she listened to his words. For a moment, Spider-Man thought she understood. But then her lips pulled back into a curled frown and she glared as a growl hissed from her throat and she recoiled as if disgusted. 

“I am not just another symbiote.” she snapped, leaning forward with her fist raised, as if ready to punch him. Instead, her fist flung out, stretching in a way that could only be achieved by a symbiote (or Mr. Fantastic) and grabbed Agent Venom around his torso. She slammed him into a goop covered locker across the room, moving faster than his two colleagues could comprehend. . 

The hand dug itself into Flash’s symbiote, the claws digging in deep. The teen beneath screamed in pain as the Carnage Queen began to strip his venom-symbiote from him. Spider-Man quickly shot a web at the former-MJ’s hand and yanked it away from Agent Venom, halting the painful process. 

Carnage Queen growled cruelly, but in an amused way. She withdrew her arm as it slithered back to its rightful length by her side.

But a sudden jolt from the vent above her grabbed all of their attention, and she looked up right as the bat-mutated Michael Morbius kicked his way out of the vent and landed smoothly behind her. 

“There you are.” his gravelly voice spoke happily. “My masterpiece! Do you recognize me?” he stepped closer to the Carnage Queen with his arms spread wide and a proud gleam in his eyes.. “I am your creator, Dr. Michael Morbius. Your host body had contact with Venom, Anti-Venom and Carnage, making you the perfect vessel for the Queen. ”

The Carnage Queen watched him in puzzlement, her lips were pinched in confusion as she regarded him and his words disbelieving. As he finished speaking, she sneered at him and growled while gesturing to herself, “I am not a creation. I am a creator!” she whirled around and raised her voice. “Attack all the intruders!” she commanded, one clawed hand sweeping over Spider-Man, Iron Patriot, and Agent Venom in a steady gesture.

The translucent bubbles on the walls burst as both slime and giant, bug-looking carnage creatures slithered from the thin, protective layer. A buzzing filled the air as dozens of carnage-creatures took to the air. 

“All the intruders?” Spider-Man asked, before pointing an accusatory finger at Morbius. “You should know we’re not with that guy.” 

Carnage Queen merely smiled as her hand shifted into the sharpened form of an axe, Morbius stood behind her, looking satisfied and victorious. “No one will survive my wrath!” she promised. The carnage-creatures hummed to her command and surged forward.

Being closest, Spider-Man back-flipped away as several of the creatures snapped at him. Agent Venom dodged a swarm of them, as Iron Patriot raised his hands and aimed his pulsors at his attackers.

“I’m not sure how to tell her,” Iron Patriot admitted, shooting down several of the creatures. “But I’m not really into Mary Jane’s new look.” 

Nearby, Agent Venom barely leaned out of the way as one of the oversized bugs zoomed past, centimeters from his chest. But the bug spun back and the two danced around each other, before he found an opening and punched it away. “I kind of like it.” he said. 

“Huh?” Spider-Man and Iron Patriot chorused, looking at the other teen in disbelief. 

“What?” Agent Venom demanded. “I don’t want her to  _ be  _ the Carnage Queen, it's just a cool look. Jeez, I like what I like.” he web punched another bug. 

Spider-Man slammed one of the creatures into the ground, watching as it skittered across the floor. “Look, we all know Mary Jane has a will of iron. If we can somehow reach her inside the Carnage Queen, we have a chance.” he assured his two comrades. 

“If’s?” Morbius scoffed. “Relying on if’s Spider-Man? That is why you fail, where I succeed.” he lifted up his wrist, to a gauntlet hooked there, and retrieved a thin disk. He held it up with a crazy grin. Carnage Queen watched from a few paces away. She glared and attacked him with a swipe from the axe-that-used-to-be-her-hand. 

Morbius avoided the swing, and jumped into the air. Before Carnage Queen could attack him again though, Spider-Man shot a web at her turned back and pulled her toward him. With a cry of surprise, she was lurched back and landed a yard or so from the arachnid-hero. “Come on MJ,” Spider-Man begged, almost desperately. “You can fight this! I know you can!” 

The Carnage Queen growled in anger and sliced at him with the razor edge of her weapon. “I am ONLY the Carnage Queen!” 

“Yeah, I’ve heard that before.” Spider-Man replied, dodging each of the swipes, causing the symbiotized version of his childhood friend to turn angrier and angrier with every miss. He did a good job of avoiding getting hit, until the Carnage Queen roared in fury and lashed out with her arms.

“Whoa! Whoa! Hey!” Spider-Man yelped, twisting and moving to avoid the tendrils that cracked crazily, much like a whip. But, as good as he was doing, he was (unavoidably) struck violently in the side and sent careening back and into the wall. He groaned throatily as pushed himself up with his arms. 

Above him, Carnage Queen hissed victoriously and curled her arm around Spider-Man till he was efficiently bound and held him high up in the air.  Her other hand morphed into a double-edged axe as she lifted it up, poised and ready to kill. 

“Whoa! Wait! MJ!” Spider-Man shouted, wriggling frantically to try and squirm out of his bonds, but unable to. The Carnage Queen smiled widely, showing her fanged teeth as she edged the axe closer. Iron Patriot and Agent Venom shouted as they tried to rush to their friends aid, but were intercepted by dozens of more carnage-bugs. 

The axe went up, hovered there for a few seconds, before sailing in a fast arc toward him; aiming straight for his head. WIth his heart jumping in his throat and fear pulsing in every nerve, Spider-Man cringed away; squeezing his eyes shut as he waited for the blow to connect. 

But it never came. 

Squinting through a slit in one of his eyes, Spider-Man looked down at Carnage Queen. Her axe was centimeters from his face, but it remained frozen there as she looked up at him in skeptical confusion. Spider-Man glanced around nervously, but was afraid of saying something that would snap her out of her peaceful state. He wasn’t an exact fan of quickening his execution.  

“You…” Carnage Queen started softly. “You...are like Carnage.”

Spider-Man stilled for several seconds, but was still uncertain of what to say. The Carnage Queen looked side to side at him, as if observing him from every possible angle. She pulled him closer, looking Spider-Man over from close up. 

“Uh…” Spider-Man looked at her in confusion. “Umm...something wrong Queenie?” 

“Dormant.” she stated, causing him to blanch. 

“What?” 

“The Carnage insside, iss dormant.” she whispered gently, her eyes looked sad and concerned. “Concealed and resstrained.” 

Spider-Man saw something creep up behind the Carnage Queen. Michael Morbius stalked forward quietly, the disk from earlier pinched carefully in his fingers. “Uh, Ms. Symbiote Princess,” he warned. 

But she was still staring at him like he was some kind of kicked puppy. “Musst draw it out.” she mumbled quietly. Morbius got closer. 

“Queenie, behind you.” 

“You will be free.” Carnage Queen placed her hand on Spider-Man’s shoulder, soft as a kitten, but the boy was too focused on the threat from behind to worry about what she was doing. 

“Behind you!!!” 

The Carnage Queen quickly shot a needle-like projectile from her hand and into her captives shoulder, before whirling around twice as fast and striking at Morbius just in time to stop him from attacking her vulnerable back. Spider-Man tumbled to the ground once her arms loosened around him, and slumped onto the floor clutching his shoulder. He groaned, seeing the projectile curling itself in his skin like a fish hook. It remained like that for a second or two, before it softened and disappeared beneath his skin. Not too soon after, a light burning sensation ignited in the area the projectile had gone. 

Iron Patriot and Agent Venom came running to his side a minute later. The two comrades stuttered to a stop, sliding on their knees as they pestered him worriedly. “Bro, you okay? What’d she do to you?” 

“Peter, are you hurt? Do you need help?” 

“What was that all about?” 

“Do you need to go to a hospital?” 

Spider-Man shook his head at their questions, brushing them all aside except one, “You can’t call me by my name Iron Patriot; its called a secret identity for a reason.” he scolded lightly, but didn’t have that much heart in it. 

The two boys helped Spider-Man to his feet. Spidey rolled his shoulder, wincing as the burning sensation grew. “I don’t know what she did.” he confessed. “I heard her muttering, but I was too focused on one slimey Bat-Morbius to pay attention. Sorry. Something about being ‘dormant’, I think. I don’t know.” he shrugged. 

Speaking of which, Morbius and Carnage Queen were locked in intense combat at the other end of the room. One of the symbiote queens arms was still an axe, but the other resembled a long tendril that was thick at the base of her arm and thinned into a tip along the length. The tendril flicked and flipped around like a whip; cracking loudly around Morbius bat ears, occasionally earning a flinch from the man. That disk was still held in his fingers. Whatever it was, it couldn’t be good. 

“Come on, we can’t let him hurt MJ.” Spider-Man told his two companions, jerking a head to the fight. “I don’t trust Morbius as far as I could throw the Hulk.” the other two hesitated, still harboring worry in their body language. “I’m fine.” Spidey assured them again, ignoring the burning in his arm. “Come on, MJ is the one that matters right now, and I will not-” 

He was interrupted by a buzzing, the three heroes looked around to see a growing swarm of goop-bugs surrounding them. “Okay, slighty bump in those plans.” He admitted, slowly edging away from one of the sharp pincers.  They snapped and surged forward, quickly engaging with the three heroes. 

From across the room, Carnage Queen and Morbius were locked in a brawl. “Come on my creation, you must remember me.” Morbius insisted, ducking away from the swing of an axe. “I created you, I gave you life! Obey me!” 

Carnage Queen snarled at him, frustration becoming an evident in her attitude. “I am  _ no one’s creation!  _ The Carnage Queen will rule all!” she swung down at him again and again, attacking him from all sides. Morbius scarcely avoided the onslaught, barely missing the axe edge by an inch. He backed away with a growl of annoyance; this fight was pointless and time-consuming. If only he could get in close enough...

Carnage Queen lunged at him as he thought, effectively tackling him while thrusting her weaponized arm to his throat. Morbius hand shot up and caught her wrist, stopping the razor edge a mere few centimeters from his exposed neck. He grunted from exertion as she weighed down at him, eating up the little space remaining from an imminent death. 

Teeth bared with delight, Carnage Queen growled happily as the edge drew closer and closer. Just a centimeter to go; so close. But, from across the room, she heard a cry of pain that immediately drew her attention. Spider-Man was hunched over on the ground, clutching his shoulder tersely with a loud shout of agony. His arm felt like it was set on fire, or soaked in acid - his very veins felt ready to pop. In his state, he couldn’t stop a barrage of goopy-bugs from swarming over him. 

Iron Patriot and Agent Venom yelled for their comrade, and struggled to go to his aid. But, with their own carnage-minions to fight, they could barely manage a few steps toward his direction. Carnage Queen growled again, this time in anger, at her subjects. 

“Leave him!” she ordered loudly, sweeping her hands toward the huddle mess of bugs. Sensing their queens wrath, the goop-bugs immediately responded to her demand and left their prey, leaving Spider-Man shivering on the ground with nothing but a few scratches to show. 

The teen tried to rise, but only managed to uncoil a tad before his body was seized by a tremor of agony and he curled tighter in on himself. “AGHHH!” he shouted, clutching his shoulder harder. 

Despite the cries of pain, Carnage Queen nodded in satisfaction. Sensing a distraction, Morbius quickly pushed the axe away and kicked her in the mid-section to send her falling away. He rolled away from her, landing on his feet and retrieving the disk he had dropped when preventing her from beheading him. 

“It does not have to be this way, my Queen.” he said, as the two circled each other. 

“I will not be your subject!” she shouted at him. 

Meanwhile, Agent Venom roared in anger and swept the mass of bugs surrounding him away, and hurdled toward Spider-Man. “Spidey! Spidey!” he shouted, coming to a stop next to him. “Come on bro, say something.”

“Gah!” came his gurgled reply. 

Iron Patriot came skidding to a stop next to them a minute later, shooting away oncoming goop-bugs as Agent Venom tried to help their friend. 

“What’s wrong with him?” Iron Patriot asked, shooting his repulsor as a bug just above the other teens head. 

“I don’t know!” Agent Venom snapped, “He’s just - he’s just...in  _ pain! _ What did MJ do to him?!” 

“That’s not Mary Jane.” Iron Patriot retorted grittly. “She would never do this to Pe - er, Spider-Man.” 

Agent Venom nodded in agreement, looking a little shamefaced. “Yeah, you’re right. S-sorry. I just…” he rubbed his hands jerkily. “I hate not knowing what to do.” 

Whatever Iron Patriot wanted to say was interrupted, as Morbius suddenly came careening into them, sending all of them into a dog-pile on the floor. Carnage Queen came sauntering over to them, stopping in front of Spider-Man, who was shivering on the floor. She crouched next to him. “Easssy,” she cooed. “You’ll be one with usss ssssoon.” one of her claw fingers brushed imaginary hair from his masked eyes. “The processss is almossst complete, my pet. Jussst a little longer.” 

“Get away from him!” Agent Venom roared, throwing Morbius off him and lunging at the Carnage Queen. She sidestepped him, and hit his unprotected back. The teen flew forward with a loud “oomph!” 

“MJ, come on!” Iron Patriot shouted, getting to his feet. “This isn’t you. We’re here to help. Please!” 

“We are the Carnage Queen.” she hissed. “Nothing more.” she swept a tendril at him. 

Iron Patriot blasted it away and flew forward. “No, you are  _ so  _ much more!” he objected, kicking Carnage Queen away from Spider-Man and standing over him protectively. “You are Mary Jane Watson! A fierce, independent red-head who takes crap from nobody and rules her own life. You want to be a report, you want to work for the Bugle. Come on MJ, I know you can hear me! Fight it!” 

Carnage Queen roared and lunged at him “WE ARE CARNAGE QUEEN!” She tackled him and they went sprawling onto the ground, sending Morbius (who had just got back to his feet) to the floor again. 

“Mary Jane - “ he started, but was interrupted as Spider-Man’s cries increased in volume. Iron Patriot’s grip on his adversary lessened a little, whereas Carnage Queen grinned sharply. “Almossst there.” she whispered. 

Spider-Man’s body was being encased with a black goop that look startling similar to venom (the bad venom). It covered him as his back arched from unseen agony. A small moment later, thick splotchy, vein-like bursts of red appeared on the smooth black of the goop, exploding over it like a growing vine. Spider-Man’s screams turned into loud, crazy, shrill shrieks as a pair of white eyes appeared on the mesh of red and black. A slit appeared just beneath the narrowed eyes, opening wider and wider to reveal razor teeth and a long, serpentine tongue that slithered in the air like a snake. Claws grew from fingertips and dug into the ground, ripping chunks from the floor. 

With the shrieks never ceasing, this new creature lurched up with a nervous energy and jumped onto the wall rapidly. It looked down at the other people in the room and howled at them in anger. Its claws grew longer and it lept from the wall, slicing a mass of bugs in half, slashing at the walls and ground, before hurtling toward them. 

Agent Venom yelped and blocked a punch aimed for his head, but was then kicked in the stomach as soon as his hands were up. Before he could hit the ground though, a red and black tendril curled around his waist and hurled him into the ceiling, before pummeling him into the ground. 

Never stopping, the creature jumped over the fallen teen and toward Iron Patriot, Morbius, and Carnage Queen. Watching how effortlessly it took down Agent Venom, Iron Patriot and Morbius took a nervous step back. 

Carnage Queen, on the other hand, stepped forward, smiling at her creation. She reached out a hand to him, “Calm, my pet.” she soothed. “Welcome back.” the creature hissed and crouched in front of her, looking on the verge of attacking. It shifted on its feet, dancing around her, all while looking around wildly. 

But it didn’t attack, it hesitated, scuttling around this new factor uneasily; the shrieks emanated from it never stopped. 

“You are confusssed, uncertain, and angry.” she whispered. Carnage Queen moved closer, “But you are not alone. Come before the Carnage Queen, be one with ussss.” 

The creature growled and swiped harshly at her; Carnage Queen withdrew her hand with a chuckle. “You will do nicely” she nodded. “But, you must understand who the ruler is.” she spread her arms out wide, lengthening them until they hit the walls and planted themselves into it. The cavern suddenly shook, rumbling with unseen power and Carnage Queen growled in pleasure when the walls responded to her will. The goop layering everything bubbled and popped, minion bugs and creatures emerged from the walls and swarmed around her, filling the room with a loud, rumbling buzz. 

The-once-Spider-Man-creature whirled around crazily, slashing mercilessly at any goop-creations that got too close. But didn’t approach the queen. It regarded her skittishly, its hissed and trembled with anticipation and energy, but it remained where it was. Watching this powerful adversary who could shake the very walls and will subjects from it. 

Carnage Queen withdrew her arms from her domain and the shaking stopped. Her minions remained as a protective, awaiting barrier behind her. “Join ussss.” she said to the creature. “We are Carnage.” 

“Carnage…” the creature repeated in a shrill, raspy voice; rolling the name around experimentally. It seemed to grin. Slowly, the creature approached the queen, rising up till it was no longer crouched, and planted itself firmly by her side. 

She hummed in satisfaction. Slowly, she circled the newest member to her rule. A claw dragged from its shoulder, across is back, and to the opposite shoulder. “Now,” she hissed lowly, “protect your home. Kill the the intruders. Serve your queen.” 

The creature - Carnage - grinned wider and turned to face Iron Patriot (who was supporting Agent Venom on his shoulder) and Morbius. “Yesss, my Queen.” it hissed. It’s claw grew longer and sharper, glinting in the little light in the room. 

With no warning, it surged forward and rushed at them, bloodlust clear in its eyes and its order from its queen ringing true in its head. 

****

**Notes for the Chapter:**

> Well, sit on that for a while XD 
> 
> Kidding.
> 
> I’m not sure if I’m going to make a second part. I might, we’ll see. If anyone wants to write the 2nd part, or even adopt it as a story, can (as long as you tell me first). This was just an idea that I fancied. I mean, we already saw Carnage once before back in, like, season 2, so I decided to come up with this. Carnage-Spider-Man! Welcome back! 
> 
> Anyway, that’s all for now. 
> 
> I’ve been catching up on my comics lately. I read what there is of the Spider-Man/Deadpool comic, and it was surprisingly better than I thought it was going to be. So excited for the next issue! Also been reading the Ultimate Spider-Man (2000) comics. I like them. Though, it makes me happy there is no romance in the cartoon. I’ve never been one who took interest in romance drama, so thank goodness that didn’t happen in the cartoon! 
> 
> Anyway, hope you guys enjoyed!


	6. Old Footage

**Summary for the Chapter:**

> “Well, if it isn’t our Superstar.” Luke greeted as he spotted the aghast older-Peter.
> 
> “Oh no,” Peter whispered.
> 
> “Oh YES!” Sam replied back.
> 
> Peter took a small step forward, “Where the heck did you guys find these?” he demanded.
> 
> “In the attic,” Sam answered smugly. “D’aww, look how cute you are.” he looked back at Peter, his face turning serious. “I wonder what happened.”
> 
> Peter slapped the back of his head.

**Notes for the Chapter:**

> This is something me and Melancholy Sunshine were chatting about, and now we made it a reality. It's pretty much a lil’Peter singing the elements song. Yes...this is it.
> 
> Melancholy Sunshine’s version is called “Elements of a Family” - go read it! I loved it! Put a smile smack-dab on my face! :)
> 
> Mine is set in Season 2, so before S.H.I.E.L.D Academy and its just the Ultimates, and the team still lives with Aunt May and Peter.
> 
>  
> 
> Here we go.
> 
>  
> 
> Disclaimer: I do not own Ultimate Spider-Man, it belongs to Marvel/Disney/Stan Lee. Thank you thank you *bows* And I’m out….

 

 

**______**

 

Aw, Spring!

The season of warmth, rebirth, and light. The time when the chilly winds and icy snow of winter are _finally_ shoved aside to make room for a warm sun, flying birds, gentle breezes, and blossoming flowers. No more hiding in thick coats, or blowing into cold hands, or waiting for hours and hours and hours in the cold for a warm coffee in a line that stretched out the door.

Yep, spring; a time for happiness and rejuvenation.

At least, that’s what it's _supposed_ to be.

When Peter Parker saw Spring approaching, he HAD been excited about it. That meant it was Spring Break at Midtown High; a whole week devoid of homework, Principal Coulson, and teachers. He even managed to talk Nick Fury into giving him and the team a break from S.H.I.E.L.D training to enjoy themselves - which was _not_ an easy feat as Nick Fury was bent on making them as miserable as possible. But, his picture of joy and peace was naive of him, seeing as his dreams of a peaceful Spring Break were crushed mercilessly within the first day of their vacation.

“Spring cleaning!” the 5 teens chorused in horror, gasping in shock as Aunt May smiled innocently.

“Yes, spring cleaning,” she repeated, tossing an assortment of cleaning equipment at them. Sam sputtered as a rag slapped in him the face, Luke caught the broom and immediately dropped it and backed away a step as if the long handle burned him. Ava dodged the spray bottle flung at her, letting it bounce on the couch before clattering on the floor. Danny caught the bucket for the mop in surprise.

“Aw, come on Aunt May,” Peter whined, catching the mop that was tossed at him. “It’s Spring Break!”

Aunt May hummed in agreement, “Perfect time for Spring cleaning I say.” she beamed. “Now hop to you kids. We’re cleaning this house top to bottom,  and if I hear any complaints, that’ll be more work for you.” she spun on her heels to walk back to the kitchen to retrieve some more rags.

An assortment of whiny groans followed after she turned her back, causing Aunt May to spin back at them with her hands on her squarely on her hips. “What was that I heard?” she demanded. The teens wisely remained quiet and scurried away from her critical eye. “That’s what I thought.” she went back into the kitchen.

As soon as she was gone and out of hearing range, the teens groaned again. “Aw man!” Sam pouted, flopping on the couch huffily. “And here I was planning on playing video games today.”

“Dude, no kidding,” Luke said, picking the broom back up and scowling at it as if it had personally offended him.

“It’s definitely not what I had planned.” Peter agreed, sitting on Sam’s legs.

“Not that you had anything planned anyway,” Ava retorted half-heartedly, watching as Sam jerked his feet out from under Peter and scramble away, glaring at his offender. Danny softly set down the mop bucket and joined his fellow teens on the couch. They all sat silently moping with their heads in their hands and their lips stuck out poutily. Why did these things happen to them?

Aunt May came back in with rags and paper towels tucked under her arms. She dumped her load onto the chair next to the couch and addressed the kids with a breath of determination and a sparkle in her eyes. “Alrighty Troops, here’s our plan of action. Ava, Sam, and Luke,” he pointed to them “you three will do the upstairs. Sam, Peter, you’re with me down here. I want this house to shine! All windows will be streakless, the floors with being polished, and the mantels and staircases are going to be dust-free. Don’t try to get out of cleaning good,” she looked pointedly at Sam and Peter, “‘cause everything must pass my inspection before it can be considered done.”

The teens muttered consent under their breath. Their shoulders slumped in dread for their upcoming future. Aunt May observed their solemn expressions and her eyes softened, “I promise today will be our only day of deep cleaning,” she assured them. “If we just band together and get it done we can get it done within a few hours, easily. In fact, tomorrow, we’ll all go out and do something fun together. Alright?”

Peter attempted a smile, though it might’ve come off a little thin. “Sounds good Aunt May,” he said.

She sighed, knowing they weren’t convinced. “Well, let’s get going,” she said. The teens pulled huffily to their feet.

Ava, Luke, and Sam trudged upstairs with cleaners, rags, and a broom tucked under their arms. “Don’t forget about the attic.” Aunt May called after them.

Whereas Sam started cleaning the kitchen and Peter picked up a rag and began dusting off the fireplace. Aunt May turned on her playlist as they worked. It was kind nice actually - you know, after a while. As they were jamming out to Skillet’s “I’m Alive” Peter could almost forget about the line of work they had to still do. He finished polishing the bookcases and moved onto the coffee table. Upstairs he could hear Sam, Luke, and Ava singing in sync with the lyrics. Well, Ava and Luke were anyway. Sam was more screeching, in his opinion.

Aunt May was in the kitchen singing loudly, through the door to the dining room Peter could see her singing into spatulas and spoons with Danny. He smiled. What a bunch of goofballs. He grabbed the broom and went into the kitchen where he played the intense guitar solo, using a spoon as a makeshift pick. “I’m Alive” eventually faded from the speakers and made room for “Love Story” by Taylor Swift.

Still laughing Aunt May turned to refill her mop bucket. As the water filled it up, she grabbed for a special soap to squirt it in, but the bottle she grabbed was very, very empty. Scowling, she bent down to look under the sink for more.

“Oh goodness gracious,” she muttered.

Drying the dishes, Danny asked, “Is something wrong May?”

Grumbling, she closed the drawer. “I’m all out of Pine Sol.” a sigh, “But I guess such is life. I’ll have to just use some dish soap. Might not get that extra shine, but it’ll do.”

Peter took this as a golden opportunity. “I can run to the store to get you some, Aunt May.” he volunteered readily.

“No, it’s alright Peter.” she answered, grabbing the dish soap.

The boy intervened. “Aunt May,” he said aghast. “You weren’t _really_ thinking about not using Pine Sol, the stuff you have been using on this floor for _years._ I am horrified.” Aunt May rolled her eyes.

“Oh _really,”_ she drawled. “

“Really.” Peter insisted. “I will run to the store and get you some more. You _raised_ me, it's the least I can do.”

The older woman folded her arms in doubt. “And that’s the only reason you want to go? Not because you want to skip out on your jobs.”

“Aunt May,” Peter gasped, already reaching for his jacket. ‘I am hurt. Wounded. In Pain. Oh no! My poor heart.”

May shook her head, trying hard to suppress her smile. She looked back into her nephews wide, innocent baby-blue eyes. A minute passed. A sigh of defeat. “Fine,” she caved in with a small smile. “But be back soon or I’ll send Ava after you.”

“Understood.” Peter winked and was out the door within a few seconds.

“That boy,” Aunt May muttered affectionately. She turned to help the Danny with the dishes. “Don’t ever let him use those puppy-dog eyes on you, Danny,” she advised. “You won’t stand a chance.”

Danny chuckled. “Yes Ma’am.”

* * *

 

  


Peter ran up the porch steps of the house clutching a white plastic shopping bag with Aunt May’s Pine Sol inside. It made an obnoxious shpp-shpp-shpp sound, which, with his enhanced senses, was like a candy wrapper being crinkled in his ear, making him grimace in annoyance with each step. Stupid enhanced senses!  
He opened the door and kicked his shoes off once inside. “I’m back Aunt May,” he called.

There was no response.

Pursing his lips, he set the bag down on the kitchen table. He could hear voices in the living room, sounding like Luke, Ava, Sam, Danny, and Aunt May all laughing and cooing at _something_ seemingly adorable. Did they get a puppy while he was away?

He walked in the living room, announcing with wide-spread arms, “Guys, I’m back.” before freezing in his tracks with ice shooting in his veins. The team and his Aunt were all surrounding the TV, watching the faded, fuzzy image of a 5-year-old Peter Parker sitting cross-legged on a carpeted floor with a variety of bug books stacked carefully around him.

“Well, if it isn’t our Superstar.” Luke greeted as he spotted the aghast older-Peter.

“Oh no,” Peter whispered.

“Oh YES!” Sam replied back.

Peter took a small step forward, “Where the heck did you guys find these?” he demanded.

“In the attic,” Sam answered smugly. “D’aww, look how cute you are.” he looked back at Peter, his face turning serious. “I wonder what happened.”

Peter slapped the back of his head.

 _“Hey-ya Peter,”_ A voice was saying on screen. _“Whatcha got there?” The little Peter glanced up, his glasses barely hanging on by the tip of his nose as he quirked his tiny eyebrows in a what-do-you-think expression, his nubby fingers lifted the book up for the camera to see. “Books.” he answered in a high-pitched, child voice. “Duh.”_

Big Peter winced. “Okay, fun’s over. Let’s turn it off.”

“No way!” Ava rebuked, laughing. “I don’t know why we haven’t watched them earlier.”

_“Oh, pardon my ignorance.” the man holding the camera apologized, though he sounded completely amused._

_Little Peter shrugged, “Youwr forgiven.”_

_The camera shook as the holder sat down. “So,” the man drawled, picking up one of the books. He showed the cover to the camera, it was a spider guide, as he asked, “Don’t spiders creep ya out?”_

_“No.” Little Pete answered simply, not looking up from his book._

_“Huh….well, they creep_ me _out.”_

_“That ohkay. It’s a common reaction.”_

Laughter burst through the room again. Peter blushed slightly and glared at them. “Whatever, laugh it up.” he scoffed.

“Oh my gosh!” Luke gasped. “That is amazing.”

Peter glowered at him.

“Well, weren’t you just a little genius.” Danny lightly teased. Peter looked at him desperately.

“Not you too Danny!”

 _The man holding the camera laughed loudly. “Oh really,” he replied. “Well, why aren’t you afraid of them?”_ _  
_ _Little Pete shrugged again. “They just aren’t scarwy.”_

_“And why not?”_

_“Cause they’re not.”_

_“Is that your only reason,”_

_“Yes,”_

_“Well, then I guess that’s all you need.”_

_“If ywou say so.”_

_The man chuckled again. “I don’t think I’m ever going to get used to those bugs.”_

_That’s what got to Little Pete. The boy immediately dropped his book and glared over at the camera. “Uncle Bin,” he gasped, his 5-year-old exasperated voice unintentionally substituting the e for an i in a ridiculously adorable way. “Spiders are not_ bugs, _they are awrachnids.” his glasses slipped the rest of the way off, causing Little Pete to grab them and stoutly push them back up, still glaring at the man out of sight. “Daddy will be very mad.” he insisted._

_The man, Uncle Ben, laughed. “Oh, well I’m sorry.”_

_Little Pete didn’t look like he wanted to forgive him._

The room was loud with laughter again.

Peter’s deadpan face stared straight ahead, up at the wall, refusing to look at any of them. His face was brushed lightly in pink. Aunt May was hiding a wide smile behind her hand.

_“Boys,” a female voice called off-screen. “Come on, time for lunch,”_

_“Coming Aunt May!” Little Peter answered. He dropped the book off his lap, gently set it on his pile, and raced off screen._

_“Coming May,” Uncle Ben called as well. A moment later the screen went black._

“Another!” Sam declared, reaching for the box of old cassette tapes.

Peter lunged for it. “NO MORE!” he stated. But Luke and Ava grabbed his wrists and hauled him down onto the couch. “Let go of me you brutes!” Peter demanded. “I will not go through with this!”

“Oh hush,” Ava shushed him. “You’ll be fine.”

“No I won’t,” Peter stubbornly denied.

“Shhh!” she insisted.

Sam started another tape. Peter looked desperately at his aunt, “Aunt May, please.” he begged.

“Shh, it's starting.” she told him.

Peter slumped back into the couch. “My own family.” he sobbed.

This picture flickered to life in a house that the team didn’t recognize. _Little Pete was standing on the step of a fireplace, his arms spread wide in greeting. He was wearing a huge lab coat that hung off his small frame, the sleeves were rolled up, but still hung off and over his scrawny arms, his glasses were pushed all the way up his nose, his brown hair was tussled and standing up in all directions, his blue eyes were bright with excitement, he looked a little older - maybe 6._

_“Welcome!” he greeted. “I am Peter Parker, and I will be performing for you tonight.” he was better at speaking now, but his voice was still adorably high._

_There was a splattering of clapping from the couch. “I will be singing…” Little Peter stopped dramatically, “The Element Song!”_

_“Yeah, that’s my boy!” a man called, though he didn’t sound like Uncle Ben. Little Pete beamed widely at the man off-screen._

_“Do you need any music?” Aunt May asked she could barely be seen out of the corner of the camera’s vision._

_Little Peter shook his head, “No, I think I’ll be okay.” he straightened up his stature, took a deep breath, paused for a moment, and opened his mouth, “There’s antom-” but stopped. His eyebrows furrowed in thought. He turned to look at the man off-screen, “I think I need music.” he decided. There was a light chuckle._

_A moment later a jumpy tune came on, and Little Peter smiled. He turned back to the screen, “Okay, I’m ready now.” the tune restarted. The little boy jumped a little to the beat before singing:_

_“_ **_There’s antimony, arsenic, aluminum, selenium,_ **

**_And hydrogen and oxygen and nitrogen and rhenium_ **

**_And nickel, neodymium, neptunium,  germanium,_ **

**_And iron, americium, ruthenium, uranium,_ **

**_Europium, zirconium, lutetium, vanadium,_ **

**_And lanthanum and osmium and astatine and radium-”_ **

_As he sang and bounced to the rhythm, his glasses wobbled and eventually fell and clattered on to fireplace step. Little Pete gasped and bent down to grab them, tune forgotten. He examined the glass, turning it over searching for scratches. He was squinting, eyebrows furrowed and lips pinched as if troubled._

_Finally, he bounded off the camera asking, “Daddy, are they broken?”_

_A pause. “No, they’re fine.” a man assured._

_“Phew, okay. Momma, can you hold them for me.”_

_“Of course,” came a sweet, feminine voice._

_“Thank you.” Little Pete came back into view. He looked apologetic at the screen. “Sorry,” he said, “Want me to start over.”_

_The adults agreed and the tune was restarted. Little Pete cleared his throat and waited a moment. Then he began again:_

_“_ **_There’s antimony, arsenic, aluminum, selenium,_ **

**_And hydrogen and oxygen and nitrogen and rhenium_ **

**_And nickel, neodymium, neptunium,  germanium,_ **

**_And iron, americium, ruthenium, uranium,_ **

**_Europium, zirconium, lutetium, vanadium,_ **

**_And lanthanum and osmium and astatine and radium_ **

**_And gold, protactinium and indium and gallium,_ **

**_And iodine and thorium and thulium and thallium._ **

**_There's yttrium, ytterbium, actinium, rubidium,_ **

**_And boron, gadolinium, niobium, iridium,_ **

**_There’s strontium and silicon and silver samarium,_ **

**_And bismuth, bromine, lithium, beryllium, and barium._ **

**_There’s holmium and helium and hafnium and erbium_ **

**_And phosphorous and francium and fluorine and terbium_ **

**_And manganese and mercury, molybdenum, magnesium,_ **

**_Dysprosium and scandium and cerium cesium_ **

**_And lead, praseodymium and platinum, plutonium,_ **

**_Palladium, promethium, potassium, polonium_ **

**_And tantalum, technetium, titanium, tellurium,_ **

**_And cadmium and calcium and chromium and curium_ **

**_There’s sulfur, californium and fermium, berkelium,_ **

**_And also mendelevium, einsteinium, nobelium,_ **

**_And argon, krypton, neon, radon, xenon, zinc and rhodium_ **

**_And chlorine, carbon, cobalt, copper, tungsten, tin and sodium_ **

**_These are the only ones of which the news has come to Harvard,_ **

**_And there may be many others but they haven’t been discovered.”_ **

_The tune ended with a jumpy note and Little Pete bowed. The adults cheered, Uncle Ben whistled and Aunt May let out a loud “WHOO HOO!”_

_Little Pete was blushing, though smiling, and shyly ran out of sight again. This time the camera followed him to show as he jumped into the arms of a pretty woman with cinnamon-colored pulled into a loose ponytail. Next to her was a man with dark brown hair and glasses, his hair had a startling resemblance to Little Pete’s rough-and-tumble style. She laughed softly as the little boy burrowed his face into her shoulder. His smile could still be seen against her blue shirt._

_“Aww, are you embarrassed?” she asked._

_Little Pete shook his head. “No. But can Uncle Ben turn the camera off now?”_

_“Of course,” she shot Uncle Ben a pointed look._

_“Aw fine,” Uncle Ben said. The camera jolted and the screen went black._

It was quiet in the living room as Luke, Danny, Ava, and Sam all gaped at Peter in astonishment. Peter himself was now blushing a fierce red and attempting to hide in his hands. “Oh, please kill me.” he groaned.

The room exploded into even more laughter than before. Sam fell off the couch, Luke and Danny were hanging off each other in high fits of laughter, whereas Ava was holding her stomach with a few tears straying out of the corner of her eyes. Aunt May was watching them, no longer trying to hold back her wide smile.  

Peter was slouched miserably in the middle of the fray, still blushing deeply, as he glared daggers at them through the slits of his fingers. “I’ll destroy you all,” he grumbled behind his hands.

His threat was ignored.

“How the heck did you managed to remember that whole song?” Ava asked.

“Don’t care about how he remembered it, how in the world did he sing it?” Sam rebuked, still fighting off stray chuckles and giggles.

“Does anyone else feel enlightened?” Danny asked wonderfully.

Peter scowled, “No, I think your just light-headed. Maybe you shouldn’t laugh so much.”

Luke gave the teen a light punch in the shoulder. “Come on Man, it’s not that bad,” he assured. “I think that was the best thing I’ve heard in awhile.” Peter didn’t look convinced.

Finally, Aunt May, the blessed lady she was, acknowledged Peter’s discomfort and acted on it. “Alright guys, the funs over. Back to jobs.” there was a groan that swept through the room, nonetheless, the teens got back up. Sam was still shooting Peter faces and making teasing childlike singing noises. In retaliation, Peter slapped the back side of the ‘human rockets’ head again. Luke, Ava, and Sam headed upstairs while Danny and Aunt May returned to the kitchen.

The living room was a mess, so Peter stuck in there to clean it up again. He straightened the couch cushion, brushed them off a little, and threw away a few crumpled paper towels. Once the couches were looking better, he turned to the table. Old cassette tapes were lying scattered on the surface, symbolizing the fact they Aunt May and his team had watched more than the two he had witnessed. Ugh, what other humiliating thing did they see? Him taking a bath? Him playing with MJ? The first time he got a science kit? Would the tyranny ever end?!  
But he supposed there was nothing he could do about it now. Sighing, he began to set the fragile tapes back in their box. His eyes lingered on a few titles. “Peter’s 9 Birthday” “Aunt May’s Surprise” “Picnic At the Park” “Swimming with the Ducks” “Peter’s 1st Day Home” the last one especially caught his attention. His first day home?

Peter glanced around to make sure no one was watching, before he bent down and swiped the tape, turning it over in his hands. Slowly, he went to the tv and put it in the old VSR player and turned the volume down. Settling comfortably on the table, he watched as the TV screen flickered to life to reveal a picture of living room lost in time. He remembered that room. It wasn’t here, in his home, but he remembered it from the house he used to live in with his mom and dad.

He didn’t remember much from before Aunt May and Uncle Ben, but there were certain things that stuck out. Like, for instance, that living room, a place he used to play in all the time. His dad’s Office Room too, he remembered watching his dad labor under paperwork and formulas as he played with the amber-bug collection his dad had been accumulating since before he was born. He remembered that he wasn't supposed to play with them, though he did get away with it on occasion. The other place that he remembered was the kitchen. He recalled sitting at the counter coloring space pictures or reading kids books as mom baked - occasionally asking for help on a big word he didn’t recognize. She’d let him lick the spoon or spatula she was baking with if it was something sweet - like brownie mix or cookie dough.

A wistful ache throbbed in his heart at the faint, bittersweet memories.

_The camera jostled a few times as it drew excitedly closer to the door. “Ben, are you sure it was them?” Aunt May whispered, hovering near the closed blinds on either side of the door._

_“Yes, yes - of course, I am.” Ben replied, “I saw them pull-up. Don’t peer through the blinds, May, they’ll_ see _you.”_

_Aunt May rolled her eyes and let the blinds be. Her long blonde hair was pulled into a lazy bun that left strands curling discreetly around her ears or near her eyes._

The ache in Peter grew at how young and free they looked. He vaguely called to mind that Aunt May used to have longer, blonde hair. It’s been so long since he’s seen her like that it seemed downright alien - but familiar all the same. A memory that fluttered silently like a flying leaf in his mind.

_The doorknob rattled a little bit and Aunt May quickly stood by Ben’s side. The door opened as two people stepped inside. Uncle Ben and Aunt May yelled in greeting as soon as the other two spotted them, laughing when at their looks of surprise._

_“Ben, May. What are you guys going here?” the man, Richard Parker, asked. His face was bright with a smile, his eye twinkled behind wide-rimmed glasses._ The same wide-rimmed glasses Peter still had in his room.

_“What, I can’t come say congrats to my little brother?” Uncle Ben questioned as if the whole concept was downright silly. “Now why would I miss out on meeting my nephew? Come on, where’s the little rascal?”_

_The camera jerked and Uncle Ben laughed as Aunt May hit him on the shoulder. “Ben!” she scolded._

_“Aw come on May, you know what I mean,” he said. “Knowing the boy's father he’s likely to be a little mischievous.”_

_Richard and May both shared an exasperated, knowing look - it was affectionate but exasperated. Richard moved and the camera caught sight of Mary Parker. Her hair was ruffled and there were bags under her eyes, remnants of exhaustion still hung on her frame - but she was smiling genuinely with the special glow of motherhood. In her arms was a bundle of blankets. The camera edged closer._

_“May, Ben,” Mary said, “Meet Peter Benjamin Parker.” she shifted the blankets a little so that a tiny face peeked out of the swaths of blue. The little nose wrinkled at the sudden light on his face, his hairless eyebrows lifted high and then furrowed deeply, as if agitated, tiny pink lips pursed unhappily as he squirmed in his mother's arms. Hesitantly, those little eyelids twitched and fluttered open, revealing dark blue eyes which squinted up scrutinizingly at the faces of the four adults above him. His skin still held a light pigment of red to it, he was a tad wrinkly - as if he still had to completely grow into his skin._

_“Oh my, isn’t he just the cutest little thing.” Aunt May crooned._

_Mary smiled. Her finger reached and gently brushed over the baby’s smooth cheek with the softness of a feather. “Hello baby,” she whispered, “You finally awake, huh.” the baby’s eyes furrowed further. She laughed lightly and pressed a kiss to the tiny nose. “Welcome home.”_

_“You named him after me? Ben questioned softly._

_“His middle name.” Richard corrected._

_“Yeah, yeah - still.”_

_Mary turned her smile on Ben. “Of course,” she told him. “You’re a great man Ben, and you’ve done so much for us. You too May. I don’t how we can ever repay you. I just…” she paused, the gratitude that couldn’t be told through words shone in her eyes. “I just hope Peter grows to be like you two-”_

Peter stopped the tape. His vision blurred the TV’s screen, his burning eyes caught him off guard. The block in his throat was thick and heavy, making it almost painful to swallow. He didn’t realize he was crying till a few tears had already run down his face. It’s been so long….his mom, dad, Uncle Ben...he almost couldn’t believe that Aunt May was his only family left. Beautiful, loving Aunt May.

How had it come to this? Just the two of them when it used to be five? Had it really been about two years since Uncle Ben died?

There was a small movement out of the corner of his blurred vision. Peter turned and was able to make out the turquoise-blue of Sam’s shirt; wait - how long had he been standing there? Peter’s face flushed once he realized he was caught crying and quickly turned his back to the other teen. Silently, he began putting the tapes back in the box as if he didn’t notice Sam at all. He sniffled softly and wiped his eyes on the corner of his sleeves, desperate to wipe the tears away. When he glanced discreetly back over his shoulder Sam was gone. That was probably for the best right now - he just hoped Sam wouldn’t tell the others he had been crying. He’s had enough grief for one night.

* * *

  


Later that night, five kids and one adult lay slumped around the living room watching “Friends”. Paper plates lay balanced on stomachs and thighs with cans of lemonade held in hands or placed on the coffee table. Luke was practically laying on the couch, Danny was sitting on his legs, Ava had one of the armchairs, Sam sat propped against the table, while Aunt May sat on the second armchair with Peter sitting down by her feet. A round of chuckles rose from the tired group as Joey said something funny before everything fell silent again. Peter sighed and lay his head against Aunt May’s knees, she ran her fingers affectionately through his messy hair.

He tried to enjoy the soothing contact, tried to take pleasure in being around his friends, but couldn’t help but think back on the tape with his parents and aunt and uncle. Man, he missed them a lot. So much. If he was being honest, Uncle Ben especially. Peter always felt a little ashamed when he missed his uncle more than his parents, but he couldn’t help it. The only father-figure he’s ever known had been Uncle Ben, same with a mother-figure - Aunt May had always been there to fill that position. And while he missed his parents and still had so many questions about them, he had a hard time thinking of them as his, well, _parents._

It was an odd notion that left him feeling weird inside. A little guiltier each time to be honest.  

Sighing, Peter got up. He grabbed his plate, with the remnants of his pizza still on it, and went into the kitchen. He dumped the leftovers in the garbage, along with the plate, and sat at the kitchen bar. It was dark in the kitchen, the sun had just gone down and bathed the room in shadows, all aside from the faint glow from a street light coming through the kitchen window. He held his head in his hands tiredly, trying to sort through the mess of his mind.

“Please tell me there is a plausible reason to you’re brooding in the dark,” Sam said. Peter glanced up briefly. Sam dumped his own plate in the garbage and regarded Peter with crossed arms. “Well?” he prompted.

“Don’t worry about it Sam, I’m just filling in my emo-teenager quota for the day,” Peter replied half-heartedly.

Sam frowned a little and sat on the stool next to the brooding teen. There was an awkward silence between them. He opened his mouth to say something, before clicking it shut again when nothing came to mind. Peter on the other hand, mindlessly drummed his fingers against the counter.

This silence stretched on between them.

Finally, Peter sighed. “Really, Sam, I’m fine. You don’t need to sit here in the dark with me.”

Sam scratched his neck uncomfortably.

“C’mon Buckethead, I don’t need a babysitt-”

“I’m sorry.” Sam blurted.

Peter blanched. “What?”

“I’m sorry,” Sam repeated. “For teasing you earlier about the song. I - uh, that wasn’t cool of me. So...I’m sorry.”

Peter stared at him, looking caught off guard. “Oh,” he said, “It’s - it’s okay. I mean, it _was_ sort of funny. I was kind of a weird kid.” he shrugged casually as he picked at the table. The noise from the other room seemed loud compared to the quietness of the kitchen.

“And…” Sam continued slow and uncertain, “I’m...sorry about your mom and dad. And your Uncle - of course him too.” Peter sighed, he had hoped that Sam somehow forgot about what happened earlier.

“I mean - I know what you're going through. M-my dad, he died too and - and I uh...I know how hard it is. To go through that I mean.” Sam blew a nervous breath and rubbed the back of his head. “Anyway, if you need to - umm, talk or something, you - you can, you know, talk to me.” he trailed off awkwardly. He glanced briefly up at Peter’s surprised face before nodding once and getting up. “I’ll just leave then…” he muttered.

Before he could step away he felt something latch into his wrist. He looked up into Peter’s eyes. “Thanks, Sam,” the other teen whispered, sincere in his words. “I’m sorry about your dad too. If you want to talk, I’m all ears.”

Sam smiled and ducked his head with a chuckle. “Yeah, you are. Should’ve been named Dumbo,” he smirked. Peter laughed with him. And just like that, the awkward atmosphere disappeared.The two friends lowly laughed together, feeling the wall between them crumble a little more. Gradual they grew silent and sat in pleasant amusement. Maybe this Spring Break wouldn’t be so bad.

After a moment, Sam turned to Peter with a mischievous smirk. “So, can you still sing that element song?”

Peter sighed. Or maybe it was. He shook his head in a bemused manner but was unable to hide a small smile. Quietly he sang, “There’s antimony, arsenic, aluminum, selenium,

And hydrogen and oxygen and nitrogen and rhenium

And nickel, neodymium, neptunium,  germanium,

And iron, americium, ruthenium, uranium,

Europium, zirconium, lutetium, vanadium,

And lanthanum and osmium and astatine and radium

And gold, protactinium and indium and gallium,

And iodine and thorium and thulium and thallium… _”_

 

**Notes for the Chapter:**

> Heeheehee, there we go. I know it was a bit more than we talked about Melancholy, but I kind of got carried away...but it was fun. We got a bit of Sam and Peter fluff and friendship, a few laughs, some sads, I hope you all enjoyed!
> 
> Anyway, I’m off camping for the weekend! Love you all! Hope you liked the update.


	7. A Slip of the Tongue

The room was dark, all aside from the soft blue glow of a single computer screen set against a wall. It sent bright hues infiltrating the shadows of the room in white-ish blue light, leaving the space as a whole with a cold, icy feel. A single man sat at the desk. He wore a black body suit with white knee length boots, elbow-length gloves, and a long, hooded, white cape that nearly reached his ankles when he stood; his usual brown leather holsters weren’t strapped to his legs and arms, and instead were placed carefully on the table next to him, although he was still wearing his belt, with a buckle etched with a capital T, around his waist. A strap ran diagonally down his chest, over the goldish brown armor plating that covered his upper chest. The look was finished with his face concealed in a white skeleton mask overshadowed from his pulled up hood. 

His name was Taskmaster: assassin, mercenary, as well as a nearly unbeatable combat chameleon. Enemy of S.H.I.E.L.D and instructor of his own school of mercenaries. Taskmaster was skilled at nearly all levels of combat, with any weapon, accompanied by his photogenic memory - making him a real force to be reckoned with.

Right now though, he sat fervently at his desk with only one goal in his mind.

After a rather humiliating defeat from Spider-Man and White Tiger at Midtown High, Taskmaster found himself intrigued with the arachnid hero - whether his interest was good or bad was yet to be determined. The speed, the agility, the strength, and instincts - it was all quite fascination, not to mention the nearly endless possibilities that came with powers of that magnitude.

It was saddening how such potential was wasted on a foolish boy who couldn’t stop his mouth from running. Taskmaster didn’t believe for a second that Spider-Man was, well, a _man_! At least not a full grown one. The Spider was nothing but a delinquent kid; a teenager, probable no older than 16, maybe 17 - despite what the hero-wannabe _wanted_ the public to believe.

Taskmaster could tell by the way the boy carried himself, by his attitude, habits and familiar knowledge of the school. Why would S.H.I.E.L.D equip a school with a bunch of “protective security systems” if it wasn’t housing some of its agents anyway? It couldn’t be just for precautionary reasons. Besides, with Coulson acting as the principle there, which was weird in itself (unless the agent developed new hobbies since the last Taskmaster saw him - which he _really_ doubted), then Coulson - also Nick Fury’s right-hand man - was there for a _reason._

No, Taskmaster believed that not only Spider-Man attended Midtown High, but the rest of his team also. White Tiger, too, seemed to know an astonishing amount about the school and its layout - not to mention she DID mention not making cut for the “City-Wide Athletic Achievement Contest” that Taskmaster made up when posing as the gym teacher, which was, quite honestly, all the evidence he needed.

Now, it was all a matter of finding out who they were.

As soon as he told Doc Ock that Spider-Man wasn’t at Midtown (Taskmaster couldn’t have anyone else poking around trying to find the arachnids identity before he could) and finished watching the guy throw his tantrum, he went straight back to his base and started his search.

Before he left Midtown he downloaded a file of all the students in the school, their classes, and their schedules. _Of course_ it would have been easier getting Spider-Man’s I.D from Coulson's S.H.I.E.L.D computer, but that was overloaded with clearance codes, security measures, and firewalls that Taskmaster would’ve needed a few days (at the very least) and all his software and devices to decrypt it all - and that was if things went well. Hacking S.H.I.E.L.D wasn’t like hacking into a banks system, or a politician's email; it is a paranoid, defensive organization that kept its secrets to close to its chest unless you were literally prying them from its cold dead fingers. Not that it mattered, Taskmaster was confident he could figure out the identities of a few _kids._

The first thing he did was go through the students he had in his P.E class, the ones he told about the athletic contest, and searched for people who could possibly be White Tiger. As he looked up names and recalled faces, he went through each individual's performance with the obstacle course and compared it to the style and physique of White Tiger.

There were a few girls who were disappointed about not making the “cut”, so Taskmaster made a few calculations and comparisons and came up with three total possible girls who could be White Tiger: 1) Laura Walker, 2) Ashlynn Williams and 3) Ava Ayala. He was leaning more toward the last girl, but the other two were pretty good candidates too.

But Taskmaster put that on hold for a moment to focus on Daniel/Danny Rand. He mentioned Daniel while fighting White Tiger, which impacted her enough to distract her. Not in a the familiar you-did-not-just-harm-an-innocent-kid hero style, but more of an oh-my-gosh-what-did-you-do-to-my-friend kind of way. Which meant White Tiger was close to the Rand kid, and friends (especially teens)  always stuck with each other in school.

It didn’t take long to piece Daniel Rand and Iron Fist as the same person; it was stupidly obvious actually. Both Iron Fist and Daniel were from Kun’Lun (an isolated kingdom in its own pocket dimension - not many kids came from there), not to mention Rand’s fist glowed with the mystic power of Iron Fist when they fought. Taskmaster chuckled. Nick Fury really needed to give these kids some tips on secret identities - they couldn’t go around giving away obvious facts like that if they wanted to stay discrete.

After coming to that conclusion, Taskmaster went through the kids Rand associated himself with (which was where his photogenic memory came in real handy. Once he saw something he wouldn’t forget it. He could bring up memories better and clearer than any video camera ever could). Rand didn’t socialize with many kids outside a simple group of 5. And who else had 5 members on their team? Spider-Man did.

Taskmaster was almost bored with how easy this was.

Rand spent most of his time around a kid name Luke Cage; Cage was tall, with a strong build, buzzed hair, and brown skin - he had an _"amazing"_ resemblance to Powerman. Cage then led to another boy named Sam Alexander.

Alexander had been a _little_ more perplexing - but only a little. Taskmaster believed him to be the Nova of the group, mostly due to his attitude and habits. It was harder to physically compare Alexander to the human rocket, mostly because of the bulk and helmet of Nova’s suit. But not soon after, Ava Ayala appeared to be a part of their teenage entourage, which validated his theory of her being White Tiger.

After that, it left only one person remaining - Peter Parker.

This one really did leave Taskmaster confused.

Parker had been the worst show of athletic achievement in ANY of Taskmasters P.E classes - that kid could’ve easily been the most physically challenged kid he knew. But...when Taskmaster thought about it...Parker _did_ have a surprising amount of muscle, of what could be seen from his baggy gym clothes anyway, and he was the perfect height; he looked lithe enough to be Spider-Man.

But, the only problem was, Spider-Man was a loud, social, quippy, and cocky hero who didn’t bow to the will of others. Parker, on the other hand, was quieter, he had a small social circle, and was bullied by Flash Thompson (who, after _that_ fight, was definitely not the arachnid either). Not to mention, when playing dodge ball, Parker was slammed repeatedly by the balls - something Spider-Man would have been able to dodge with ease. It just didn’t seem likely that Spider-Man would succumb to people like Flash when he could rule the school and easily be the most popular kid in Midtown High.

Unless…hmmm... _unless_...

Taskmaster’s lip pulled upward in an amused smirk. Oh, Parker _was_ a clever kid. It was all just a cover; a way to keep the spotlight and unwanted attention off of him. What better way to keep a secret I.D than to be someone opposite of your alter-ego? Taskmaster leaned back in his chair, chuckling to himself.

Funny how just one slip of the tongue could bring an entire team down. He looked back at his screen where the student pictures of Ava Ayala, Daniel Rand, Luke Cage, Sam Alexander boxed the screen alongside a picture of their hero-counterpart. And in the center was Peter Parker, right next to a shot of Spider-Man.

“Gotcha,”

 

 

**Notes for the Chapter:**

> Yeah, so rewatching “Why I Hate the Gym” I realized that those kids gave away a LOT of who they were, and Taskmaster is no idiot so…
> 
> Boom! No more secret identity.
> 
> Oh no!
> 
> (I was thinking about making this into a short story - or even a story in general - but decided I already have a lot on my plate. But if anyone else wants to, feel free to adopt it. Just PM me and we can talk. ;) More than one person can adopt, I’m not picky about that.)
> 
> Enjoyed it? Yay for me. If not…*frowny face* I am ashamed.


	8. Hot-Dog Scented Capes and Little Spiders

**Notes for the Chapter:**

> |IMPORTANT AUTHOR’S NOTE AT THE END! PLLLLEEEAAASSEEE READ IT!|

Hunting down a crazy, mischievous god of mischief on a nice, warm Saturday afternoon was _not_ the kind of fun Peter Parker had in mind when he and the rest of his original Ultimates team decided to take a break from S.H.I.E.L.D Academy, together in the city.

Not. At. All.

What he _wanted_ was to chill and relax, maybe catch a movie, go and carbo-load some poor diner out of their food and leave the bill on Tony Stark’s tab. But what he _got_ was a horned god with a sparkling scepter and a green cape, that smelled oddly of hot-dogs, tearing up Broadway. Not that Peter spent his time sniffing Loki’s cape - cause that would be weird - he just happened to get slapped in the face with it a lot when fighting (piece of advice: try to stay in front of Loki when exchanging attacks. Getting a mouthful of hot-dog scented, Asgardian cloth is _not_ as fun as it sounds).

But fragranced bed-sheets aside, Peter wanted nothing other than to call up one Asgardian thunder god like, “ _Hey Thor, my man of thunder, lightning of my life, would you mind flying on down to Broadway and picking up your weird, slightly crazy, bro? Us puny mortals would prefer not to get turned into farm animals today, thank you.”_

Unfortunately, though, Peter didn’t exactly have Thor’s number on speed-dial (did Thor even have a phone?!). The best he could hope for is Thor happening to glance at the news channel, or perhaps having his godliness just sensing it: _*gasp* My Asgardian sense is tingling! Norse trouble is nearby! Perhaps Loki...I must go!_

If only right.

For now, Peter was going to stick with simply avoiding getting blasted with mystic Loki power and annoying the fudging crap out of him until Thor got the message and hustled his Norse butt on down here.

“So, Loki,” Peter coughed in his fist, landing on top of a car to the side of the god with his head resting in his hands. “What did Broadway ever do to bring your wrath down on it? Were they sold out of “Smokey Joe's Cafe” tickets or something?”

Loki smiled at him with the friendliness of a starved wolf, “Spider-Man,” he shifted the point of his scepter so it was perpendicular to Peter’s chest. “I have no time for your childish games. Unless you’d like to be nothing but a smoking crater in this street, then I suggest you crawl back to whatever web you got out of and leave me be.” the tip of the scepter glowed menacingly.

Peter, wide-eyed, held his hands up close to his chest, “Whoa, easy there your horned-ness, I was just swinging by to say hi. Man, I forgot how edgy you can be, geez.” his spider-sense spiked and Peter quickly dodged another shot. He ended up hanging upside down on a street-lamp, looking at the smoking and charred roof of the car he had just been on.

“Oooh,” he gasped, “destroying another person’s property! You fiend! I hope you willing to pay for that Loagi. Huh, now that we’re on the topic, what’s Asgard currency like anyway?”

Loki growled and raised his scepter again. But any shot he intended to get off was interrupted by a blast of blue energy. Nova laughed as Loki was thrown into another car across the street. White Tiger, followed by Iron Fist and Powerman ran up to Peter.

“You need to focus Web-head,” Tiger scolded, “Telling lame jokes isn’t go to stop Loki, or - you know - any property damage for that matter.”

“And you guys need to master a quicker costume change.” Peter retorted. “Also, you don’t know that. One of these days a bad guy is going to hear one of my awesome jokes and just give himself over without a fight.”

Nova laughed up above, “Uh, they already do that Bug-Breath. Your puns are enough to get any criminal crying and turning themselves in. Some heroes too.”

Peter looked up at Nova in all seriousness, “Puns can be dangerous.”

Powerman snorted, “Only when they're coming from you Spidey.” Peter glared at him. “Oh, and Deadpool. Definitely Deadpool.” Peter glared harder and whispered, “Traitor.” He turned to Iron Fist, “you're on my side, right Fist?”

The monk shrugged, “Picking sides plants the seeds of chaos and argument, perhaps we would do well to avoid that today.” the others blinked at him. “Also, your jokes can be dangerous. Wield your power with wisdom, my friend.”

Peter smirked and planted his elbow on Iron Fist shoulder so it supported him, then turned to Powerman and Nova triumphantly. “See, Fist is on my side.” the other two rolled their eyes with a scoff. When they turned away, Peter leaned into Iron Fist and whispered, “Uh, you did just pick my side right?”

Iron Fist smiled, “Sure dude.”

Peter beamed, “I always knew I liked you for a reason.”

White Tiger growled at them all, “Guys! Loki. Broadway. Stop him - remember? Come on! Gah, why do I work with you again?”

“Cuz you love us,” Peter told her, looking for where Loki went off too. He spotted the Asgardian far down the street, once again going trigger-happy with his scepter. Thankfully the streets had almost already been deserted earlier when this all started, so only a few pedestrians were moderately panicking and running for safety. Poor New Yorkers, it was sad how they actually got used to these kinds of things.“Guys, he’s that way. Come on.”

“Yeah, already spotted him,” Tiger muttered, but they all started running toward the wreck anyway. “And FYI, I tolerate you guys because I happen to find amusement in your guys ‘manly’ battle-of-testosterone, or when you think you’re cool, and you're not. You are purely my entertainment.”

Nova scoffed, “Whatever Kitty-Cat, you love us.”

“Call me that again and we’ll see how much you like the Med Bay,” Tiger growled back at him. Nova veered a little farther from her.

“How about we pulverize _each other_ later,” Peter suggested. “For now, Loki needs some serious-DUCK!”

“He needs some serious duck? Your quips have gotten worse Webs!” Nova laughed before he was rudely interrupted by a flying car. The human rocket screamed loudly as he, and the car, hit a building, before slumping down together on the street. Peter looked at his teammates with a deadpanned expression and shot two webs to either side of the car that was pinning Nova and yanked it off. He ran up to the fallen teen and crouched next to him.

“Duck, Nova,” Peter stated factually. “As in _MOVE_!”

“Yep, thanks for the tip. A little late though” Nova groaned as he lay on his back and gave a weak thumbs up. “Urhhhh….” Peter rolled his eyes but grabbed Nova’s shoulders and hoisted him back up on his feet. Nova swayed slightly on his feet and looked around dizzily. “Why is everything spinning?” he slurred.

Peter winced, “Uh, perhaps that bucket of yours hit that building a tad too hard. Hey, how many fingers am I holding up?” he lifted up three fingers. Nova looked at Peter’s hand, squinted at it, before glaring and leaning forward.

“Uh...two? Three and a half?”

“Um, close enough,” Peter said. “Can you still fight without throwing up? Do I need to call Nick Fury?”

Nova shook his head a few times, before straightening up. “All good,” he stated, kind of heavily. “Didn’t even feel a thing.”

Peter raised an eyebrow. “Is that a fact?” he said.

“Come on Spidey, stop mother-henning me! We have a king of mischief to stop!” Nova flew back up into the sky and soared back to the fight between Loki, Powerman, White Tiger and Iron Fist.

“Mother-henning isn’t a word!” Peter shouted after him, but shot a web and followed nonetheless. Loki was blocking projectiles of debris thrown by Powerman with his magic while shooting blasts of green energy at Iron Fist and White Tiger. Peter flipped in front of Loki, shooting globs of webbing at the god’s feet until a thick layering secured Loki to the ground. Loki merely growled at it in annoyance.

“Heh, look what I caught in my web.” Peter laughed. “A snobby Norse god who smells like hotdogs. Consider this payback for turning me into a pig!”

Loki sneered angrily at him. But then, a thought seemed to cross the god’s mind, and a cruel smile crept up on his face instead. “Hmm, I suppose I _was_ needing a guinea pig for my experiment. But I suppose a spider will do too.”

Peter’s spider-sense tingled. “Uh...as _‘fun_ ’ as that sounds - heh, I’m going to have to pass. Nova, anytime now!” he called, looking up. Loki looked up too, only to get a full view of Nova’s fist. He grunted slightly and was thrown back into a car from the sudden force. Nova landed next to Peter with his arms crossed and a victorious smile on his face, “Boo-ya!” the teen whooped.

“I wouldn’t ‘ _boo-ya’_ just yet insolent mortals!” Loki growled and set his eyes on Peter and Nova. The god muttered something in Norse, and his scepter glowed brighter, but this time it was more of a yellow than green. Peter’s head rippled with danger.

“Consider _this_ payback for all you’ve done!” Loki snarled.

“Nova, move!” He warned, and shoved his teammates aside as a giant ball of energy shot out of the scepter and slammed into him. Peter flew back into a building, getting thrown _through_ the wall, and out of sight. “SPIDEY!” Nova shouted, he bolted into the sky, trying to look in the building and debris for any sign of the team leader, but saw nothing. Whirling around angrily, he growled at Loki. “What did you do!” and zoomed at him. “YOU’RE GOING TO PAY FOR THAT!”

Loki merely laughed and projected a pile of car scraps and debris at Nova. Nova was barely able to dodge them. White Tiger roared fiercely and lunged for the god, Loki saw her coming and sidestepped. After falling past him, Tiger quickly regained her bearings and struck Loki in the chest, causing him to stagger. Powerman grabbed for Loki from behind, but Loki grabbed _him_ instead and threw him INTO Tiger. The two teens collided and hit the pavement.

“Now, hold still.” Loki sneered, aiming his scepter at the two, “and it’ll be over faster.”

But then there was a flash of light from behind and Loki was suddenly thrown down with a surprised “oomph!”, his scepter tumbled a few feet from him. Iron Fist stood behind Loki with glowing fists “Attack one of us and you attack us all.” he stated loudly. “Stand down Loki, and we won’t be forced to call in the big guns.”

Loki’s face pinched in annoyance, “You puny mortal!” he growled, “Who in this city can bring down-” there was a crack of thunder. Loki cut off and looked up. And paled.

“Loki, brother, up to your tricks as alway.” Thor boomed, landing on the pavement where his brother was still on the ground. Loki backed up a considerable distance and glared up at the Prince of Asgard. “Thor.” he spat as if the name tasted of week-old milk.

Thor frowned. “Why have you come back to Midgard Loki. Hasn’t it suffered enough at your hand?”

“Not nearly as much as it should.” Loki retorted scathingly. “And not as much as it will when I-” he reached for his scepter but ended up patting empty ground. “What?” he demanded, doing a 360. “Where-”

“Looking for this.” Nova clutched the scepter in his hands with a smug smirk.

Loki’s face was a mask of surprise before it crumbled away into one of anger. “You insolent, low-down little-”

“Mortal?” Nova interrupted.

“I uh, do not think that is what he was going to say.” Thor corrected awkwardly, before quickly looking away. “But alas, Loki, I’m afraid I cannot stand for this any longer. You shall come with me and face the likes of Asgard and Midgard justice.”

“Not likely,” Loki snarled. He shouted a Norse spell and the scepter flew from Nova’s hand and into his outstretched one. “I hadn’t planned on these Earthlings to interfere, so I’m afraid my wrath on you will have to wait, _brother!”_ he slammed the butt of his scepter into the ground, erupting into green light. “LOKI!” Thor bellowed and lunged for him, but Loki was already gone.

Thor and Nova stared at the spot Loki had once been. “Well…” the teen commented, “ _That_ could’ve gone worse.”

Thor didn’t seem as positive. “Loki is a troubled one. Be warned young Midgardian, he will not stop until he’s had his revenge.”

Nova shrugged, “Yeah, well, he can get in line like everyone else.”

The Prince of Asgard regarded him with an amused look, “You have much courage.” he complimented. The two were quiet for a moment as Thor looked around at the damage. “Hmm, last time we met you had one other member. Tell me, where is the Man of Spiders?”

Nova’s eyes widened, “OH SHOOT!” he cursed and flew up into the air and back toward the building with a giant hole in the wall. Inside, Powerman, White Tiger, and Iron Fist were already digging through the debris shouting for Spider-Man. Nova landed next to them and helped pull off mortar and bricks. “Spidey! Spidey!”

Thor followed them inside. “Is the Man of Spider’s injured?”

“He’s in here's somewhere.” Powerman gestured to the mountain of demolished wall. Thor’s eyes narrowed, he brought up his hammer, twirling it with the attached band clutched in his hand, “Stand back.” he ordered as the wind strengthened around him and clouds darkened in the sky.

The teens shared a look, before scrambling out of the way.

The hammer whirled till it was a blur, storm wind furrowed around, a few bricks nearby shuddered. But before a millisecond before Thor let go, he felt a sudden violent jerk on his cape, which had him accidentally sending his hammer out of the building and high up into the sky where it disappeared in the atmosphere.

“By Odin’s beard, who just-” he whirled around to confront his assaulter, only to be surprised with empty air. “What?”

There was another jerk on his cape. He looked down.

A little boy, barely reaching the height of Thor’s knee, wearing a Spider-Man costume was clutching the red fabric of Thor’s cape in his chubby hands. The two stared at each other.

“Are you Superman?”

Thor blinked. “What?”

“Are you Superman? You have his cape.”

The teens hiding behind an upturned table peaked out from their hiding spot. Their eyes nearly bulged out of their heads at the sight before them.

“Uh, no, I am not this Super-Man. I am Thor, Prince, and Heir of Asgard.” The thunder god softly knelt down to the boys level. “And what might your name be, tiny Earthling, and why are you dressed like the Man of Spiders?”

The little boy looked down at the costume. He seemed to shrug, like he wasn’t sure, and pulled the mask off. A fluffy, messy mop of brown hair and big blue eyes smiled up at Thor. “Umm, I’m Peter Parker. I like spiders, but I don’t know why I’m dressed like one. Do you know where my Uncle Ben is?”

Thor shook his head, “I’m afraid not. But perhaps they can help you,” he pointed to the Ultimates, who were gaping down at Peter in a stunned silence.

“They’re dressed funny.”

“Aye,” Thor agreed, before frowning slightly. “Midgardian delinquents, whilst thou help this young boy?” He frowned when he got no answers. “Earthlings? Is something wrong.”

Little Peter stared up at them with innocent eyes and gave them a shy smile. “Hi,” he waved.

All Powerman, White Tiger, Iron Fist, and Nova could do was numbly wave back.

 

**Notes for the Chapter:**

> Okay, so I hadn’t PLANNED on updating this again, but I needed to announce something, but I didn’t want to post an author’s note chapter, and I already had this half-way finished in google docs (it’s been sitting in here FOREVER). So, boom, another update!
> 
> As for my announcement (this going to fanfiction.net because that the only place I can really do it) a friend of mine said I should start a Forum for the Ultimate Spider-Man community, but I’m not sure if I should or not. So I put up a poll (it should be on my profile) so people can vote on whether or not they’d want one.
> 
> Please, if you reading this, can click into my profile and just do a real quick vote. Just click one of option and BOOM, my life is easier.
> 
> Thanks!
> 
> Hopes you guys enjoyed this chapter! XD (I’ll probably come back to it later)


	9. Class Reunion

There was supposed to be a full moon tonight. Instead, there were clouds.

It being the middle of December that was to be expected, but he still wished he’d have been greeted with a warmer reception. The clouds were thick, close-knit, and heavy, dipping so far down that the Empire State Building’s rod skimmed across the fuzzy belly. They looked so close to spilling their content, it was a wonder the city wasn’t covered in snow yet.

A single man watched the City that Never Sleeps, his eyes softening in an affectionate, yet yearning, glance under his broad-brimmed hat. It’s been so long. Years since he’s seen his city glowing in its glorious, and polluted, self-made life, illuminating the underbellies of the clouds above in goldish yellow hue. His heart pinched just watching.

Oh, how he desired to rejoin his city, to flow right back into its chaotic rhythm of life and let it sweep him back up in its sweet embrace. It's been so, so long.

But he’d couldn’t. Not yet.

Not until he checked something first.

He forced his eyes away from the pulsing lights and noise he could almost hear from where he stood, and instead look out toward the wide stretch of gray ocean that surrounded him. Far in the distance, his destination loomed. From here it was nothing but a jagged, black towering shape in the horizon like someone had dropped a giant tombstone in the ocean and left it there to infect the waters.

But as he got closer, the black shape became sharp and refined. The long tower grew more detail, displaying windows and ledges that had once shown bold and proud in the sun, but now had gone cruel with broken glass and withering metal. The land pads and lower buildings faded into sight, showing the cruel remnants of a building that had once stood fearless and strong.

The man stepped off his “borrowed” boat and onto the crumbling surface, a sad frown slowly etching into his features as he took in the disintegrating remains of his second home. His heart had yearned painfully for his city, but now it wailed in agony for the one building it craved.

He took a step forward and a  _crunch_ immediately sounded under his feet. Upon inspection, he realized it was a beer can. Now that he noticed it, the grounds were littered with garbage and junk, as if all the delinquents and thugs of the city had gathered for one huge, disgusting party. A flame of anger scorched his chest.

Beer cans, plastic bags, red cups, take-outs, boxes, glass alcohol bottles, just about anything that belonged in a dump contaminated the area - this building didn’t deserve this hate, it didn’t deserve this disrespect. He knew he had been gone a while, but for the once, proud S.H.I.E.L.D Academy to come reduced to - to  _this._ It was depressing, and, yes, infuriating. What had happened in his absence to result in such cruel treatment?

Eyes furrowed and lips set in a firm line, the man purged ahead, glass and garbage crunching loudly under his boots. The metal door was bashed and dented, with a hole just big enough to fit most sizes of people, but it was bared with boards sloppily nailed to the wall with the words: KILER TEARITORI - GO IN & PAI THE PRISE...BY DI-ING painted in red. Someone certainly didn’t pass their Language Arts class.

The man tore the boards off and chucked them off to the side before stepping inside. And the inside was no better. Aside from the garbage and trashed furniture, the walls were stained with disturbing graffiti ranging from love confessions, incoherent messages, disgusting words, to inappropriate pictures. He bit the inside of his cheek to stop from swearing at the profanities on the wall.

Instead, he tore his eyes away and moved past the first floor. The 2nd was messy, same with the 3rd and 4th, clear up to the 16th. With each floor, the garbage thinned until it stopped altogether. Most of the floors were locked off, but judging by the charred hole from the 16th floor down, explosives weren’t native to the building. Thankfully, the abusers got lazy or disinterested and slacked off with blowing the edifice up.

He journeyed past the 16th floor, forcing the old rusted doors open and scoured the Academy for any signs of life. He looked into the dusty classrooms, searched the labs, and foraged about the dorms. There was nothing. S.H.I.E.L.D Academy became a hollowed out husk of what it once was.

The man looked out of a window somewhere on the 98th floor. As he stared at the city he sighed and shook his head. “What happened?” he demanded angrily, slamming his fist into the windowsill.

He was gone 15 years.  _15 years!_ The Academy was fine when he left. What could have possibly happened? He left it in capable hands. How could it have ended like this?

He needed answers. And he needed them  _now_.

Pushing off the windowsill, he hurried back down, re-searching the rooms one more time before he left. Back outside, he quickly trudged across the trashed ground toward his boat. As he hastily untied it from the  _once_ -dock, something caught his eye.

Scowling slightly, he picked up the musty, slightly damp newspaper, wiping off some of the mud as he examined faded bold words:  _ **City Mourns Death of Spider-Man: Citizens Prepare Parade In His Honor**_

He scanned through the article, quietly observing the colorful picture of parade floats decorated in a spider-themed red and blue. Spider-Man was...dead? H-how….what…

The newspaper slipped from his hand and back where it belonged on the ground. He stared at the ground for beat, mind racing in thought. Okay...he definitely needed answers now.

He stared up at the broken building, feeling his heart break as he took in the sight completely. He didn’t have a phone, didn’t have a car, he hasn’t been home for years...but he did know what he needed to do. He needed to gather the students of S.H.I.E.L.D Academy. Something big was coming, and he needed all their help.

Turning his gaze back to the city, he scowled, picked the newspaper back up, and stuffed it in his pocket. He climbed back into the boat and headed back toward New York. “I think it’s time for a little class reunion,” Peter Parker muttered, letting the Academy fall behind him. 


	10. You'll Never Be Alone (Part 1)

**Summary for the Chapter:**

> Summary: Ava has a nightmare about the night she lost her father. Peter's finds her and comforts her with a song. I screwed up the timeline a little, so just bear with me.

**Notes for the Chapter:**

> This is a ship one-shot!
> 
> What? Do your eyes deceive you? Is OfficialUSMWriter actually writing a ship prompt? No true believers, you are not being deceived! Yes, this is a ship one-shot! A spider-tiger one in fact! Dedicated to my spider-tiger friends Man287 and The Story's Shadow.
> 
> I hope you guys enjoy! At the bottom there's another authors note, read it! It's very important!

 

_____________________________________________________________

**_Summary: Ava has a nightmare about the night she lost her father. Peter's finds her and comforts her with a song. I screwed up the timeline a little, so just bear with me._ **

___________

_There was blood everywhere._

_Staining her clothes, on her hands, covering the ground she knelt on - she's never seen so much of it. It was...too much._

_Way too much._

_She was caught between wanting to scramble away screaming or burst out crying in panic. But the figure lying by her side was enough to keep her frantic heart somewhat sated and her knees planted firmly on the ground. She clutched his hand desperately, feeling his strong grip on her fingers and taking comfort in it. He was still strong, he still had fight in him._

_"A-Ava," he stuttered, his voice was a mixture of different emotions. Pain, relief, sadness, joy. As if his body couldn't decide on which one to feel._

_Ava looked up at him, tried to give him a reassuring smile, but felt herself fail with a pained grimace. "Dad," she choked,"W-what happened?" she looked back over his body. Cuts everywhere, stab wounds, burns, his white costume suit was in tatters, the fabric quickly filling in with red. "Who- who did this to you?"_

_The pressure on her hand intensified for a second. "Ava," he repeated, his breaths coming out as wheezes. "I can't - I can't,"_

_She quickly shushed him, ignoring the shaking in her hand, trying to make her voice strong and sure. "Hey, no talking. Save your strength. I'm going to get you out of here, okay."_

_He shook his head sadly, there was barely any energy in it. "No...time..." he rasped, "Not...not strong enough...I'm-I'm done..."_

_Ava bit her lip to quit from sobbing. "Don't you dare talk like that," she said, angry tears burning her eyes. "Don't! You're going to be fine, I'll just...just let me..." he smiled at her, warm and affectionate. His free hand reached shakily and brushed some of the hair from her face._

_"S-so fierce. So s-strong," he whispered, eyes bright with pride. "You w-were born to wield the amulet,"_

_Ava's eyes widened. "What do you mean?" his hand dropped down to his chest, on top of the glowing, pulsing relic carved and shaped into a tiger's head. His fingers curled around it gently, almost lovingly, then yanked it off. Hands trembling, he pressed the White Tiger Amulet into her palm._

_"It's your turn to protect the amulet," he told her. "You must protect it, you must -" he was interrupted by a sudden violent cough that rattled his whole body. Upon settling down, Ava noticed a small trickle of blood running down the corner of his mouth. "It's y-yours now,"_

_Looking down at the glowing relic, she looked back up at her father, fear flooding her eyes. "I-I can't take this!" she panicked. "I-I can't do this. I'm n-not ready - I'm still training - I don't even know who I'm protecting it from! I don't know how! I - " he closed her fingers over the amulet, laying his hand over hers._

_"You are ready," he whispered. His grip on her hand was loosening. "You m-must'not let K-Kraven h-have it. D-don't let him h-hunt you," he smiled up at her again, soft, but without energy. "It's in your b-blood, Ava. Y-you'll be the g-greatest White T-Tiger y-yet," he took a stuttering breath._

_Panic surged through her veins. She was losing him. He was dying. Her father was dying and she didn't know what to do. Her mind was blank, an empty slate. She had no idea what she was supposed to do next and it was terrifying. A whimper, small and scared squeezed past the lump in her throat, "Please don't leave me," she begged, chin quivering as the tears rolled down from her burning eyes. "Please! I can't do this without you! Dad, please!"_

_"Go," he told her, his face mirroring her own. "G-get out of here Ava. He-he's coming!"_

_"No!" she snapped, anger flaring brightly. Before it was doused by another wave of grief and her shoulders slumped under an unseen weight. "I'm not ready...please don't leave me...I-I need you, Dad, I-"_

_His hand tightened briefly, before pushing her away with feeble strength. "Go," he repeated. She shook her head stubbornly. "GO!" he shouted, before crying out in pain as his body seized up in agony. Ava withdrew a little bit. His face was stricken with sorrow and anguish, she could see in his face that he didn't want her to leave as much as she didn't want to go. But looking into his eyes, she saw that he wasn't afraid. He knew what was coming next, and had already accepted it._

_Vision blurred, she stumbled to her feet. His body sagged against the ground without her support. "I love you," he whispered. She gazed down at his broken and cut body, her hands trembled feeling the sticky blood on her fingers._

_"I love you too," she told him._

_"Go get em baby girl,"_

_At hearing the nickname, her fingers wrapped around the amulet in a white-knuckled grip. She realizes with a start, looking down at him, that this was the last time she'd ever see him. With more will power than she thought she had, she tore her gaze away...and ran._

_She barely made it out of sight when a voice reached her ears. "Where is the amulet?" it was deep and thick with a Russian accent. Ava glanced down at the amulet and glanced back. Without hesitation, she crouched down, peeking past the bushes and back to where her father lay._

_A man was standing over him. He was tall, big, and muscular, an animal skin vest was the only thing covering his chest, with brown cargo pants from the waist down and sturdy hiking boots. He had black hair and a mustache boxing his mouth. A bloodied spear was in his hand._

_This was him. She realized. This was the hunter. Kraven. THe man who did this to her father. She felt a snarl rise up in her throat._

_Her dad said something, it unintelligible from where she was crouched, but it made Kraven angry. His mouth twisted into a furious sneer and he raised the spear over his head. "I will get the amulet," he promised. "I will kill and hunt everyone you love! No prey escapes Kraven the Hunter!" the tip of bloodied spear paralleled to her fathers stuttering chest. "And you, White Tiger, are my prey!"_

_The spear thrust down._

Ava jolted up in bed, barely able to cover her gasp with a slap of her hand over her mouth. She squeezed her eyes shut, trying to get the sickening image out of her head. Despite her best efforts, a sob fought its way past her throat.

 _No_ , she thought roughly to herself,  _not here. Not now._

She climbed out of bed on shaky legs. Peaking briefly out of the door, she glanced idly out into the hall. Her room was by Aunt May's, but she didn't think she woke or disturbed the other woman. Good, that was good.

She closed the door and went back to bed. She lay on the blanket, staring at the ceiling. But it was too hot in the room, her heart was still going on overload and her body was sticky with sweat.

_Her hands were sticky with blood._

Her hands began to shake. It was too claustrophobic. Too much clutter. It was too much. Too much! Heart beating frantically, she spotted the window off the side. With the silence of a cat, Ava opened it, but climbed quickly out and up to the roof, moving fast as fast as she could to escape the oppressive space of the room. There was hardly a moon tonight, but there didn't need to be. The buildings in the distance were brighter than the moon anyway. Plopping down on the tiled roof, she closed her eyes and felt a breeze rustled through the tree by the house and cool her fevered skin.

That felt better. She felt more...free. Less restrained. She was fine. She was strong. Calm. There was nothing to be scared of out here.

But that didn't explain why her hands were still shaking.

She brought them up in front of her face, expression pinching into frustration as she urged the trembling to stop. It was over. The nightmare was gone. It was okay. She didn't need to be afraid anymore...but - but she was afraid. Her heart was pounding a tattoo into her chest, she felt flushed, there was an uncomfortable lump still lodged in her throat, and her mind was still reeling in terror.

_No, stay strong. I'm not weak. I am NOT weak. I am White Tiger. I'm a hero, like my dad! I'm...I'm..._

A sob ripped past her throat and her face collapsed into her shaking hands. Chest heaving, breaths coming out in stutters and huffs, Ava couldn't hold the tears back anymore. They came down of their own free will, making her vision swim and staining her cheeks red.

She was no hero. She wasn't strong. She was weak. Weak, weak, weak, weak! She didn't deserve the White Tiger Amulet. She couldn't even save her own father. She ran away like a scared cub, tail tugged between her legs. She let her father die at the hands of a monster.

She had wanted the nightmares to end. She prayed for a peaceful night, and, for a while, she got one. Ever since joining the team, meeting Spider-Man, training - it's been easier. She was just beginning to get a good nights sleep again.

Until her run-in with Kraven. Ever since coming face-to-face with him, and letting her tiger side out, the nightmares have come back. Every. Single. Night. It was all the same. Watching over and over again as her father died, as he was impaled on a spear, as Ava took the amulet and swore to protect it. She thought she was over it! She thought...she thought she was done.

But...no. She deserved it. She deserved to suffer at the consciousness of her own mind. She left her father to die. It was only fitting she got to suffer by watching it every night. Her biggest failure, her act of cowardliness.

It all came crashing down, crushing her shoulders, smashing her ribs, making it hard to breathe. The regret, the pain, the sorrow, the fear, the anger. It was like a raging tempest in her body, ripping her insides to shreds and leaving her hollow. Sometimes, she wished she could feel nothing at all.

Wrapped up in her own anguish, Ava almost didn't notice the sudden presence behind her. She jumped to her feet, a ferocious snarl rising from her throat with her fist flying out and bunching into the shirt of the person behind her. She lifted her other hand, clenched into a fist and ready to knock whoever it was to next week. She met wide, surprised blue eyes and disheveled brown bed hair.

"Peter," she said, eyebrows pinching in confusion. "What are you doing up?"

"Investigating," he answered warily, she noticed his hands were raised, palms out, in surrender. "It's not everyday people are climbing my house and sitting on my roof," his head cocked to the side and something new entered his expression. Concern, was it? "Have you been crying?"

Ava released his t-shirt, unintentionally shoving him back a few paces, and turned away, hugging her arms. "No," she snapped, glaring at the tiles of the roof. "I'm fine. Just fine. Go back to sleep,"

She was annoyed when he didn't move.

"Are you sure you're-"

"YES I'm okay. I'm just peachy-keen! Everything is fine, I'm just getting some fresh air. Leave me alone!" she plopped back down on the spot she was originally sitting, hugging her knees to her chest with her head lowered on them.

Peter was silent for a moment, before slowly moving forward. "The fact that you used the word 'peachy-keen' implies that you are not, in fact, fine," he sat down next to her. "Do you...want to talk about it?"

"What is there to talk about," Ava muttered. "Nothing's wrong. Leave me alone,"

He was quiet.

Then, "Nightmares suck, don't they?"

Ava jerked up, staring at him.

"Confession time," he admitted sheepishly, "I wasn't actually coming out here to investigate. This is where I go when..." he paused, swallowing thickly, "When I have nightmares," Ava felt her breath catch, but looked down, though continued to watch him through the corner of her eye. His expression was crunched in discomfort and exhaustion. THere were bags under his eyes.

She shuffled uncomfortably, biting her lip. "What...what were you dreaming about?"

He shrugged mundanely, staring out at the city. "This time?" he asked. "The Lizard...Connors injecting himself with the serum to save me, his transformation, nearly getting eaten alive, me...seeing him lose his arm again...feeling like a failure" his shoulders sagged. "You know, the usual,"

Ava felt a twinge of sympathy. But she understood.

A beat of silence.

"And you?"

Ava inhaled sharply. "Me, I..." she wanted to say _I'm fine_ , but the words lodged in her throat instead. She stiffened, unable to put together a sentence that wouldn't give away how shaken she felt. Peter waited for her, not looking at her, but she could see the crestfallen look on his face when he got silence.

"It's okay," he mumbled, "I get it. It's not easy talking about..." he waved his hand around expressively, "you know, that kind of stuff. So...it's cool. Just...just fine..." his voice tapered off and Ava could help but feel guilty. Peter shared his experience. He told her his nightmare or at least a brief explanation. She owed him that much too, right? "It was...my dad..." she mumbled, "the night he died. You know, watching Kraven kill him. Doing nothing to help. Running away," she looked down. "Like a coward,"

It was Peter's turn to be silent.

Ava didn't look at him. Didn't want to see what he was thinking. But she knew what was coming; what he was going to say.

"It wasn't your fault Ava,"

She squeezed her eyes shut and shook her head, "Yeah," she muttered bitterly, "that's what everyone tells me. But, you know what? It doesn't feel like it! I don't feel like the victimized little girl. I feel stupid and weak, and like a failure! I let him die, Peter. Don't you understand that?" she looked up at him, eyes suddenly wavering with emotion. She swallowed past the lump in her throat, and when she continued her voice shook. "I just sat there and watched him bleed out. I had NO idea what to do and it - that _terrifies_  me. I was terrified. I tried to figure something out to save him, but...but," the sentence dragged off. She chuckled dark and without humor "You know, he wasn't even dead when I left. He was still breathing, his heart was still beating. But... and then Kraven...Kraven he just -" she buried her face in her knees as the tears trailed past her eyes.

Ugly sobs tore through her chest and ripped out her throat. Tears spilled out, and once they started they didn't stop. She cried loudly, body heaving with every breath, in front of the last person she wanted to cry in front of. Peter Parker. The leader of their team. She felt humiliated. And hurt. And she just wanted to disappear cause she hated people seeing her like this. And all of that just made her cry even more.

She didn't even realize it when she whispered, "Ayala's are not supposed to be weak,"

Within an instant, she felt an arm curl around her shoulder. She tensed, muscles clenching from the sudden contact, before softening as she leaned into Peter's embrace. He whispered something, but she didn't hear it over her break of an emotion.

She cried until her throat hurt and her eyes stung, leaning into Peter's chest to bury her face in his shirt. She let everything go, releasing the events of the terrible night to Peter like a broken dam: the horror of seeing her dad injured beyond saving, being unable to help, being given the burden of the White Tiger amulet, the cowardice she felt as she ran away, watching as Kraven took her father away from her, as the spear thrust down. She even cried about the things she didn't say. How as soon as that spear impaled her dad terror like nothing she's ever felt ran through her body, the anguish and agony in her chest as if SHE was the one who's been stabbed, stumbling away and running through the forest as fast as she could, feeling the amulet glow in her hand, feeling its power course through her letting her get away faster, run away quicker, feeling its emotions mix with her own, the anger, the fury, the agony, the pain, how she finally stopped - far away - in clearing and and collapsed on the ground in exhaustion, wishing she had more of the amulet's power so she'd have enough energy to scream at the sky.

She didn't know how long it went on, whether it was minutes or even hours, but eventually, the sobs began to lose power as she calmed down. Even as her eyes dried, she kept her face pressed against Peter's chest, too scared to look at him face-to-face. To see the pity that would be reflected back through his eyes. To see her alias as the strong and fearless Ava Ayala, the White Tiger, crumble to make way for a weak and pitiful representation.

But, as she sniffled into the cloth, she realized that Peter was still talking. Wait...Not talking. Singing. Freezing, almost astounded, she listened to the word, silently marveling at how...nice, Peter's voice sounded.

"- _And through it all, and through it all. When you're tired and you stumble I will carry you. When starlight falls, my love will guide you home. You'll never be alone, when there are no more heroes,_ " he took a breath to continue, but must've noticed that Ava was listening now as he went still, a light blush brushing his cheeks.

"Oh, uh, sorry, I...I didn't realize you were listening,"

"I didn't know you could sing that good,"

Peter looked inquiringly at her. "No?" he mused. "What about the musical starring one infamously amazing arachnid?" his lips pulled up a little. "I sang there, remember? Nova made fun of me for it for a week,"

"Well, yeah, but your voice was shaking, and anyone could tell you were nervous. I just-" she bit her lip. "I didn't realize how - good, your voice actually sounds," 

She was blushing now.

"Ah, Ms. Ayala, you flatterer," he teased, but she noticed how his own cheeks were lighting up red. She found herself enjoying it. She's seen him act arrogant and playful, but never flustered. His ears tinged red and he was brushing his hair out of his eyes as he ducked his head to avoid her gaze, if she was seeing correctly, he almost looked...shy. It was kind of cute.

Her thoughts halted. Wait...did she...did she just think Peter Parker -  _Spider-Man_  ­- was cute? Her mind reeled. Nope. Nope, nope, nope, nope, nope, nope, nope, and no. She was SO not going there. Her and Peter's relationship was friendly and platonic. Nothing more and nothing less. Just because Peter comforted her after a nightmare ONE time, doesn't mean she had to develop a...a _crush_  on him.

In fact, she didn't even know why she was thinking about the word: crush. The only crush she ever had, was when she was crushing her enemies. That was it. None of that frilly-nilly teenage hormone stuff from a teen magazine she's read about.

"What are you thinking about?" Peter asked. "You look like you wanna hit me,"

Ava realized she was glaring at him and looked away. "Nothing. Was just thinking..."

His face fell sober. "About Kraven?" he asked tentatively, eyes soft with concern.

"W-what? No, no not about that," she assured, surprising even herself. And it was true. She had completely forgotten about the nightmare, only now recalling it again at the mention of Kraven. Which actually dampened her mood. She hunched down, feeling the ache return.

Peter noticed the change and his eyes widened. "Oh my gosh, I'm sorry, I didn't mean - I just - I shouldn't have said anything," he glared at his feet. "Looks like I just ruined everything,"

Of course, he didn't. He didn't mean to bring it back up, it wasn't intentional. Ava looked up to assure him, but was surprised with how crestfallen and frustrated he looked. He honestly wanted to make her feel better. She smiled to herself. To be honest, the thought left her feeling warm.

After a moment of thought, she hesitantly scooted closer. "Um, what was that song you were singing?"

Peter glanced back up, still looking pained, but grateful for the change of topic. "Oh, uh, 'No More Heroes' by Westlife. Kind of sad, I guess, but it's a good song,"

"Sounds like it," silence. "Could you...sing it for me?...Please?"

Peter's eyes widened in surprise. "Oh, you," he blinked. "You want me to sing to you? Like, you  _actually_  want to go through that," she shoved him playfully.

"Yes, I do," she laughed. "But the whole thing this time,"

Peter rubbed his neck bashfully. "Well, I just - I haven't sung for anyone in a while and I...I don't know if I-" he met her eyes. "But...okay. Sure. Sure I'll sing for you, Ava,"

She smiled widely and before she could lose her nerve, she lay back down beside him, letting her head fall against his chest. He could tell he was surprised by the sudden intake of breath, but he must've not cared, as he wrapped his arms around her and held her close.

He took a few nervous breath, muttering a quick, "Kay...here goes nothing. Pray your ears work after," which she responded with a gentle jab with her elbow. Then he started to hum. It was soft and serene, like a lullaby.

Then he began to sing.

" _When the waves are crashing down, pulling you to sorrow. I will sail you back to shore when there are no more heroes_ ," a small pause as if to make sure she was still okay with it. " _Over, under, near or far. I'll be right beside you. Standing here with open arms, when there are no more heroes,"_

 _"And through it all. And through it all. When you're tired and you stumble I will carry you. When starlight falls, my love will guide you home. You'll never be alone when there are no heroes,_ "

He hummed a bit of the tune.

 _"It was you who showed me how brought me back to glory. Through hopeless nights and darkest days, it was breath you gave me. And through it all. And through it all. When you're tired and you stumble I will carry you. When starlight falls, my love will guide you home. You'll never be alone when there are no more heroes,"_  he hummed longer this time. Voice falling smoothly from note to note like water. His chest seemed to vibrate with the song, the words coming deep within, almost as if from the heart.

Ava wondered when she became such a sap. Maybe it had been the romance novels. Yeah, it was definitely the books, she should probably cut back on them. But that was the last thing on her mind. The tension in her body fell away and she realized how tired she really felt. She yawned, feeling her eyes go heavy.

He started singing again. " _And through it all. And through it all. When you're tired and you stumble I will carry you. When starlight falls, my love will guide you home. You'll never be alone when there are no more heroes. When there are no more heroes,_ " the song ended.

But Ava was already asleep.

_____

 

**Notes for the Chapter:**

> Hey-o peeps. I'm back...ish.
> 
> School started up again and this is going to be my toughest year yet! So, obviously, updates are going to be slower. I will try my best to update as frequently as I can, but given the circumstance, they might be few and far between.
> 
> Please bear with me.
> 
> Also, there will be a second part to this particular one-shot. It's already started, so hopefully, I can get that out soon. Hope you enjoyed this part. As you know, I don't usually do ships, but I'm willing to make exceptions ;)
> 
> Until next time, yeah?


	11. When There Are No More Heroes (Part 2)

She found Peter curled at the base of a ledge high above the streets of New York, shivering in the shadows. She heard him sniffle, she could see him shaking, the sleeve of his costume was cut and stained red.

"Peter," she called out softly, "I know you freaked out back there, but do you...do you want to head back to the house?"

It wasn't the best thing to start off with, but she couldn't ask if he was "okay". Of course, he wasn't okay. He was crying for goodness sake. Which was probably the reason he didn't answer and, instead, huddled closer into the corner, drawing his arms and legs in.

She hovered on the edge, unsure of what to do. It was obvious that something went down with him earlier, something set him off, and he wanted to be alone, but she wasn't sure if that was for the best. She knew what it was like to be in his state. He might think he wants to be alone, but really...

She walked closer to him. Slow, with her hands up, palms out, to show she meant no harm. "Hey," she whispered, inching forward, "I'm just going to sit here, okay? Would that be alright?" he didn't answer, so she sat anyway.

Her feet dangled over the edge, swaying with the chilly night wind that came with being up so high. Her fingers drummed against her leg awkwardly as she bit her lip, looking for something to say.

She's never been the best at this. Comforting, that is. It was hard to tell what would make some feel better or what would set them off worse. She didn't want to say something that would make him feel as bad as he did. She looked at him through the corner of eyes. He was as stiff and still as a statue, ignorant of the nippy winds tugging at both their body. Maybe he was just used to it, or maybe he didn't come to terms with it, she wasn't sure.

But she wasn't used to it. Tiger would admit that she didn't usually fight on skyscrapers or jump around buildings before Spider-Man joined the team. She preferred solid ground, with tree's, foliage that provided plenty of covers and places to stalk. But she supposed that was the tiger side of her.

She hugged her chest, rubbing her goosebump-ridden arms jerkily as if to shave the cold off. Winter was on the way, that much was for sure.

"It's cold," Peter muttered softly, drawing her out of her thoughts. "You should be at home," he sounded tired and weak like he just spent the day getting pummeled by Juggernaut. She winced at the thought. It's happened before.

"I could say the same for you," she retorted, drawing her legs up to hug them to her chest. "And I'm not leaving until you're better so...uh, do you want to talk about it...maybe?"

She gnawed on her lips uncertainly. Was she moving too fast? Did he need more time to himself? Did she just screw up her chances of making him feel better?

He sighed. "Yeah, I saw that coming,"

Their feeble conversation tapered off. "Do...you want to talk about?" she repeated after a minute.

"No," he said, voice lowering as his head sunk back against his legs. "Not really,"

She nodded. That was understandable. Talking about emotional stuff certainly wasn't the easiest thing ever. She'd definitely take training against lame S.H.I.E.L.D L.M.D's any day. "If you're not ready to talk about it, then that's okay," she said. "We'll just sit here till you ready to go home. I told the boys to head back to the house and tell Aunt May we're studying, and I switched off my communicator signal so they can't track me. Take your time getting yourself back together, no one will bother us,"

An unseen weight seemed to lift from his shoulder. He inhaled sharply but whispered with gratification as his posture relaxed some, "Thank you, Ava. That means a lot to me," A bubble of warmth burst in her chest and drove the iced winds away. She smiled softly, even though he couldn't see it.

"No problem. That's what family is for, right?"

She might've heard that of a smile in his voice as he nodded and mumbled, "Right,"

The next 10 minutes were spent in silence. Tiger watched the New York traffic clog and choke itself, gradually adapted to the temperature, and focused her senses on anything that might disturb them. She knew the boys would wonder about their long absence eventually, and villains weren't exactly known for having crime activity schedules, but she was ready to silence anything that would disturb the time and space Peter needed to feel like himself again. She still had no clue what set him off, but she did know that he needed time to gather himself together. If he wanted to confide in her, then he would.

Admittedly, she felt a little disappointed that he hadn't already. But she was quick to chastise herself for it. He didn't need to tell her. He wasn't obligated to. But...she had also thought they had somewhat of a connection since the night he found her on the roof and sang to her to distract her from her nightmares. They hadn't talked much about the incident since it happened, but she could've sworn there was a slight change in their interactions. Something...better...something...sweeter...

She felt her cheeks grow hot with embarrassment. Who was she kidding? It was probably nothing. He was the team leader, it was his job to make sure his comrades were alright. Her mask was still on, but she turned away from Peter anyway, suddenly self-conscious that he'd be able to see her blush through the mask.

This was stupid. She officially spent WAY too much time reading romance novels. Of course, there was nothing between them; nothing but the relationship between team members, or friends. That was it. That was all. She felt stupid for reading into something that wasn't there. At least none of the boys noticed. Gah, she would never live it down.

Still feeling flustered and humiliated, Tiger glared down at the citizens walking below. Even if their relationship was nothing but platonic, she still wanted to be there for him. He's done a lot for her, it was the least she could do. Even if she suddenly, inexplicably wanted to hit him.

So wrapped up in her thoughts, she almost didn't catch it when Peter muttered, "It was the gun."

She blinked, chasing her self-pouting away, and looked back at him. "What?"

He stared at his feet. "The gun. The one the robber had. That's the reason I flipped out," he whispered, picking self consciously at the mortar of the building. "It looked exactly like the one that killed...shot Uncle Ben. I thought I was over it, but...but I guess not..." his gaze refused to meet her own. "I didn't mean to freak out back there, sorry,"

"You don't need to apologize," Ava reminded him, as she's done plenty of times before.  _Stupid smart guy, it's not like he wasn't allowed to have emotions._  "It happens to the best of us,"

He shook his head stubbornly. "But I'm the team leader," he stressed, fist clenching. "I'm supposed to be strong and dependable! I'm not supposed to cry and break whenever I see a gun modeled the same as - as _that_ one. What kind of leader is that?!"

"A strong one," Ava insisted firmly. "You're only human, Peter. You're a kid like the rest of us. A kid who's gone through stuff kids at our age shouldn't. When your Uncle died, it was traumatizing. And when you cry or show emotion for it, it doesn't show us that you're weak. It shows us that you're strong. That even though it hurts, you can still get up day after day and put on that mask and follow in the lesson Uncle Ben taught," she scooted closer, swinging her arm around him to draw him into a hug. "Besides, if crying over your uncle's death makes you weak. Then I guess me crying over my dads makes me weak too." she paused. "Do you think I'm weak, Peter?"

He instantly shook his head into her shoulder and whispered, "Ava Ayala, you're the strongest person I know,"

She smiled. "Then you're not weak either. Got it?" he didn't answer. "Got it?" she pressed.

Slowly, as if still unsure, he nodded. "Good," she whispered. Bundling her sudden fearless nerves, she wrapped her other arm around him and drew him in closer. "Don't let your 'manly testosterone' make you think you can't cry. Everyone can cry, and it's okay,"

He chuckled weakly. "Yeah, you're right,"

"As I always am," she smirked. He leaned into her embrace, causing her to smile wider. She held him as they both watched New York run its course in lights and chaos, safe in their silent and protected bubble. Happy that she made Peter feel better, she began to hum a soft tune. It took her a moment to realize it was "No More Heroes".

"I believe it's your turn to sing," Peter spoke up, voice no longer shaking.

Ava paused her humming to wrinkle her nose disdainfully. "I do NOT sing," she stated factually.

"Please," he begged. "I sang for you,"

"Yeah, because you can ACTUALLY sing,"

"Aw, don't be like that,"

"Like what? Realistic? Come on, you know me,"

"PLEASE?" he turned his head to look at her. His mask was still on, but she could tell he was shooting her the puppy dog eyes through the lenses. "Pleeeaaassseee?" He was beginning to act like his old self.

Good. That was a good sign.

She forced a scowl. "No,"

"Please?"

"No."

"Pretty please?"

"No."

"Pretty please with catnip on top?"

She glared at him. "For that, I'm never gonna ever sing,"

He sighed, then took his mask off. Oh crap. He aimed his baby blue eyes at, still red around the edges and watery, but brighter and shining with the lights of the city. He pouted at her. "Can you please sing to me?"

She stared into his eyes for a few seconds, before looking away. Stupid puppy-dog eyes! She scowled at the pedestrians. "Jameson was right. You are a menace out to get everyone," she grumbled. But then, "Fine. Okay, whatever. But don't whine to me when your eardrums break,"

He beamed at her, somehow making it better, and lay down, resting his head in her lap. He was blushing slightly, but still smiled up at her and said, "Whenever you're ready,"

She rolled her eyes. "Baby," she teased. But began to hum. She ignored the shouting and honking on the streets below, remembering the night Peter sang it to her and played on the soft, almost lullaby-like tune he went by. She wouldn't admit it to him, but she's listened to that song several times since that incident. Especially at night, after a nightmare. It helped calm her down.

Her hands shook nervously as the time to sing the actual words drew near. The words she's memorized, though she kind of wished she told him she didn't know. At least that would save her the next few minutes of embarrassment. But it was too late for that.

She started to sing.

 _"When the waves are crashing down, pulling you to sorrow. I will sail you back to shore when there are no more heroes_ ," her voice shook as she sang, and she would admit that she wasn't as good as Peter. But he didn't say anything about it, only cuddled up closer as if nothing was wrong.  _Stupid guy_ , she thought,  _at least he can sing well. And he knows it too!_  Swallowing down her tone-deaf fears, she continued, " _Over, under, near or far. I'll be right beside you. Standing here with open arms, when there are no more heroes,"_

 _"It was you who showed me how brought me back to glory. Through hopeless nights and darkest days, it was breath you gave me. And through it all. And through it all. When you're tired and you stumble I will carry you. When starlight falls, my love will guide you home. You'll never be alone when there are no more heroes_ ," Her voice cracked and she immediately flushed with embarrassment, halting in the song. Peter didn't say anything, only motioned for her to continue singing. She glared at him, still blushing, but grateful for no snide remarks.

She hummed the tune. " _And through it all. And through it all. When you're tired and you stumble I will carry you. When starlight falls, my love will guide you home. You'll never be alone when there are no more heroes. When there are no more heroes,_ " she trailed off wobbly. Scowling at the building across from them, she grumped, "Okay, there, I sang it. We good now?"

He chuckled, light-hearted and happy with no trace of the night's trauma. "thank you," he smiled. "You know, with a little fine-tuning, you wouldn't be that bad of a singer,"

"Fine-tuning," she snorted. "I sound terrible,"

He paused thoughtfully. "Yeah, that is true,"

He snickered as she whacked him on the shoulder and told him to shut his pie-hole "Seriously though," he continued when they settled down, "You wouldn't be bad,"

"Well, unless you're offering to give me singing lesson, then shut your face,"

He looked away suddenly, face reddening. "Well, I guess I wouldn't mind - um, giving you lessons. You know...if you want me to..."

She stared at him. "Yeah...that'd be nice,"

They stared at a Bugle Jumbotron a bit aways, watching as the jolly man himself ripped the local web-head a new one. Peter fiddled with his mask. "Ava?" he asked.

"Yeah?"

"Would you..." he picked at the wide eye lenses nervously, before rushing out, "Do you want to go see a movie with me? Sometimes...like Friday. Unless you're busy Friday, then Saturday. Unless you just don't want to, then it's fine, just ignore everything I just said and ask Aunt May to make me some wallowing-in-self-pity-wheat-cakes tomorrow. But don't feel bad either, I get it, I not the best guy to go on a date with. Not that I'm trying to guilt-trip you or anything, I mean, I would never do that. I don't do pity dates. I have slightly more dignity than that. And-, " she covered his mouth with her hand.

Her mask was off and she was grinning in amusement. "Are you asking me out on a date, Parker?"

He flushed a dark red. "M-maybe...unless it's a no. Then you can consider it a friendly outing between friends."

She rolled her eyes, but answered with, "Yes. I think I'd like to go out with you,"

His face instantly lit up. "Really?"

"Why not,"

He fist bumped the sky. "Sweet! Friday then?"

She shrugged. "Sounds good...But, uh, what are we gonna do about Sam, Luke, and Danny?"

Peter's nose wrinkled in thoughts. "Uh, maybe we should be discrete with this. I don't know how they'd handle uh..." she gestured between them, "whatever this is,"

Ava nodded in agreement. "Okay, so what do we tell the boys?"

A new voice spoke above them. "I don't think you need to tell the boys anything,"

Ava and Peter's eyes widened as they scrambled to their feet, turning to face the three teenagers boys leaning against the wall to the building. All their arms were crossed with similar smirks on theirs faces. Powerman pulled his shades down his nose to look at them over the rim. "Friday night movie, huh? I don't suppose you were planning on inviting us?"

Nova snickered and Iron Fist chuckled.

Ava and Peter glanced at each other.

Well shit.

So much for discrete.

 

**Notes for the Chapter:**

> SECOND PART-DONE!
> 
> Ending with fluff and a bit of humor. XD The new Spider-Man cartoon is officially out! I'm going to be writing a review on it on my forum, which I told all you guys about. But, in case you didn't know, I now have an Ultimate Spider-Man (cartoon) forum called: "The Ultimate Spider-Man Forum: For all your fandom needs," the review with be posted there as soon as I watch the episodes. Not that you guys need to read, it's only for fun. Do what you want.
> 
> IMPORTANT NOTES READ HERE! Also, another announcement, I'm feeling daring and will actually be taking pairing prompts for the next 3 chapters. Yep, I'm writing ships. Whoopee.
> 
> But I do have a rule. *cue whining* Yes, I know.
> 
> My only rule is that it has to be a Spider-Man pairing. Pretty much Spider-Man paired with anyone else in the Ultimate Spider-Man universe. Why? Because, to be honest, I can literally write Spider-Man in a relationship with anyone. Also, because I like writing Spider-Man and he's my subject of choice to write with. Nuff' said.
> 
> So, if you want to suggest a Spider-Man pairing for the next three chapters of this book, just comment the pairing below and whichever one is commented most frequently will be written. (Note: No spider-tiger. That's what this one-shot was for).
> 
> Okay, that's all. THanks for reading!


	12. 5 Minutes

**Summary for the Chapter:**

> I don't even know and now I'm crying...

**Notes for the Chapter:**

> Hey guys, this is NOT one of the pairing one-shots. This is something different entirely.
> 
> But, as a quick reminder, if you want to see a pairing one-shot (involving Spidey) comment which pairing you would like below, and whichever is commented the most will get picked for my top 5.
> 
> That's all. Read on.

 

What started out as a peaceful night quickly turned into one of disaster.

The once quiet streets were now broken with screaming and shouts and flashes of red and blue lights and sirens as black smoke billowed from the apartment building and up into the polluted night sky. Peter was there in an instant, swinging in by web.

He landed on the roof of a police car, not even startling the two cops by it. They were probably used to it, he supposed. "What floors?" he demanded right off. There was no time for chivalry or small talk, especially with flames that high.

A different voice, beside him, answered before the cops could, "There are a few kids trapped on the third, and a couple on the fifth," it was a firefighter. Judging by the soot and black smears on his clothing, Peter guessed the guy already did his time in with the flames. He nodded quick thanks and was instantly back in the air and propelling himself inside the burning building. He landed on the fourth floor, breaking in through an overheated window and rolling across the weak floor. He ignored the stinging heat of the flames as he squinted through the smoke for any signs of life, yelling out before the smoke affected him too much, "CAN ANYONE HEAR ME?"

No one answered.

He moved quickly from the room, a kids room by the looks of it, and into the hallway, covering his face with the crook of his elbow. "HELLO? IS ANYONE HERE?" after a quick scan he realized there was no one in this apartment. He moved out into the hallway and across into the next, searching that one too.

No one there.

He moved to the third. This time, there was something. A noise. A call of distress. Peter followed it into the kitchen where a group of kids, teenagers, no older them himself, were stuck behind a barrage of flames cutting off their exit. Peter took a few steps back, before running and jumping through the fire.

They gasped when he landed in front fo them, the wood creaking auspiciously under his feet as if threatening to break right under him. But it didn't and there was no time to focus whether it would or not. "Follow me," he ordered as he helped them to their feet.

"T-the flames," a boy stuttered, coughing violently in his shirt. "The-they're way too hig-"

"I'll handle it," Peter assured him. The flames would be too intense for them. Even the high-quality of his spandex S.H.I.E.L.D costume wouldn't be able to go back and forth too many times. What he needed was an insulator to protect them from the heat. He glanced at his webshooters. And it looked like he had one. "Hold still," he said and quickly covered them in webbing. Not so much that it would restrict too much instant-movement, but enough that the flames would do any immediate damage. It took just a few seconds for each one before they were all properly covered. Wasting no time, he grabbed them one by one by the scruff of their necks and tossed them over the flames and on to the other side. The floor wasn't in immediate danger of breaking...yet.

Once the last one was over, he himself jumped through. He guided them through the building, to the nearest window. With a swift hit of his elbow, the glass shattered. He knocked a few stray, jagged pieces before dubbing it safe enough and shot a web net between two ambulances on the ground.

"Okay, I'm throwing you guys out," he told them. The first kid barely had the chance to say, "What?" before he was grabbed and tossed out the window, where, several seconds later with a scream, he landed safely on the net. Then down went the next kid. Then the next. Then the last.

Peter leaned out the window, taking in as much fresh air as the smoke would allow, before darting back into the building. He found an old man in one of the rooms and got him safely to the ground outside.

The fourth floor was clear. He moved to the fifth.

He found the married couple. Got them to safety.

A little boy hidden inside of a closet. Got him to safety too.

Two dogs. Within minutes they were on the ground.

He moved to the sixth. Then the seventh. Just a few more and...there. The building was cleared. With a middle-aged woman holding on to him, he whisked them both out of the building and on the ground where he immediately handed her off to the proper, knowledgeable hands of a pair of paramedics.

With all the civilians clear, he collapsed on the roof of an ambulance, breathing heavy. His body was sweaty and overheated, his breathing was raspy and laborious from the smoke, and some of the spandex of his stupid and melted onto his skin. Moving hurt, and breathing seemed more like inhaling glass, but that didn't stop the burst of satisfaction in his chest.

He got them out. Everyone was safe. He'd admit, he was worried for a second. Usually, he had his team to back him up on this, but they were all off handling their own superhero endeavors. Nova on an urgent mission with the Guardians, Iron Fist in Kun'Lun, and White Tiger and Powerman somewhere down in Russia hunting down some escaped S.H.I.E.L.D convicts. He didn't expect the Academy to get here so quickly either. They all had classes AND the fire itself was too spontaneous. No one saw it coming.

Peter snapped out of his thoughts as something nudged his foot. He looked down to see a paramedic peering over the edge of the roof, standing on a step-stool, holding a bag-valve mask and a tank of oxygen. "I, uh, thought you might need this," she said.

Peter took it gratefully and thanked her. She smiled, "No problem. Good work out there," then left. Smiling, Peter lifted his mask above his nose and held the gas mask over it, inhaling clean air deeply. His lungs burned with every breath, but it was still as refreshing as a cold glass of water.

But his break was shattered by a wail below in the gathered crowd of people who had assembled to watch the scene. A woman was trying to push her way through the crowds and taped off area, but two police men were holding her back. Her face was panicked and tears glistened from her eyes as she shouted, "MY DAUGHTER! MY DAUGHTER IS IN THERE! SHE'S STILL IN THERE!" her eyes flew around wildly, desperate. Searching for someone to help. They landed on Peter. "PLEASE!" she shouted. "PLEASE! SAVE MY BABY! THE SECOND FLOOR! SHE'S ON THE SECOND FLOOR! PLEASE!"

Peter didn't waste a second. He jumped off the ambulance roof and darted past the fireman and police officers and victims and back into the building. The return of the heat was like a sharp slap in his face and seemed to pull all the clean air he had inhaled right back out.

He coughed roughly, squinting past the smoke. He missed one. How could he miss one? He made his way up to the second floor. It didn't take much time. Only 5 minutes. Once there, he searched desperately. He tried calling out, but his throat was too wrecked to go beyond a raspy croak.

The heat was getting worse. Around him, the building groaned and whined, wood beams splintered, some fell. This building was going down. Getting more and more desperate, feeling worse and worse that he hadn't gotten the little girl, in the beginning, Peter tore through eat room, forcing his voice beyond its limits as he shouted for her attention.

For a minute, it seemed hopeless. Maybe...maybe he was too late.

NO! No! He wasn't he had to find her. He -

A cough. A cough in the next room. A whimper. A plea for help above the crackling of the fire. Peter was there within seconds. And, right there, on the bed of a child's room, a lump was huddled under the cover of a Spider-Man themed blanket.

Relief filled Peter like an endorphin. He ran over to it, throwing the blanket up. The tear-streaked eyes of a little girl whipped over to him. Her fear disappeared almost instantly and was replaced by wonder. "Spider-Man," she whispered.

She couldn't be more than 6 years old.

"Yeah, it's Spider-Man," Peter told her. He grabbed the him-themed blanket and wrapped her up in it. "I'm going to get you out of here, okay?"

She nodded, almost as if in a daze, and said, "My names Lily,"

"Oh, uh, okay, I'm going to get you out of here Lily,"

She nodded again. With that, he swept her up in his arms and left the room. The flames were worse. Scorching against his skin like the sun itself. But he didn't stop as he looked desperately for a window or a fire escape - just anyway to get out.

The building groaned and shook. Peter stumbled to the side, where his foot caught onto the sharp edge of a fallen beam and he fell. The girl, Lily, tumbled from his arms with a surprised cry as they both went sprawling. Peter groaned, feeling his muscle stiffen from the impact. An ache settles deep into his tissue tendons, pulling him down as he tried to get up. Lily stumbled to her feet, eyes wide and mouth open as she looked around and caught sight of him. She pushed to her feet with a strength he didn't have and she lumbered over to him, blanket forgotten. Up close, he could see that her eyes were watering from the smoke. "Here, I got-" she started, but was interrupted by a cough. Despite that, she grabbed his arm and tugged him up.

Peter wanted to thank her. There was no time. His spidey-sense was alive and banging in his head from all directions. Another beam fell. He swept her back in his arms and out of the way. By now the smoke was so bad, he couldn't even see anything.

He coughed, his lungs feeling as if they were burning up right alongside the building.

His spidey-sense tingled again. A section of the roof collapsed, falling on to the floor. With a sharp CRACK under the pressure, the floor itself seemed to fall. Or, at least the section Lily and Peter were on.

THe next minute was lost in weightlessness. They were both falling. Peter clung on to her, curling his body so he got the brunt of the impact. But, out of a nowhere, a cluster of debris knocked into him, mid air, and suddenly Lily was out of his arms and he was hitting the ground. Burnt wood and wash fell on top of him, slicing his skin with splinters and further welding the spandex to his skin. He groaned, then grunted in pain, trying to get his weakened limbs to get up and move faster.

But...he was just...so tired. And he couldn't breathe. And he couldn't see. And...

"SPIDER-MAN!"

Lily. Peter's head snapped back up. Lily was several feet away, on her back, face twisted in pain. Her eyes found his, scared and pleading. "-SP-SPIDER-MAN!"

Peter got to his feet. He staggered over to her, arm throbbing with pain where he fell on it. He collapsed on his knees by her. "Lily," he whispered, "Are you okay?"

She seemed to nod, almost uncertain. "M-my back hurts, a little." There was a burn on her arm. "C-can we get out of here now?...Please?"

Peter nodded. He looked around, but there was no way out. They must've landed past the first floor and right in the basement because they were on concrete and the generator was a couple paces to their left. But there had to be another way out. There just had to be. His eyes fought past the debris and smoke and spotted a door nearby.

That was their way out.

"Come on Lily, we're getting out of here," before he could touch her though, his spidey sense flared. Acting quickly, Peter scooped her up in his arms and jumped out of the way. Upon glancing back, he saw a giant section of the ceiling crush the spot they were once in. He barely had time to breathe before his head was tingling again, this time accompanied by Lily's terrified shout, "SPIDER-MAN! LOOK OUT!"

But there was nowhere to go. His earlier jump to get them out of the way left them stuck in a corner of the room, right by a concrete section near the generator. He was blocked off, left and right. With nothing else to do, Peter curled Lily into his body and turned her away from the oncoming debris. He braced himself.

But it never hit. 3o seconds later, he looked up through squinted eyes. They were pressed tightly against the concrete corner, but the debris was too big and kitty-cornered them. It covered the space around them, blocked off their way of escape, but they were okay. A pipe above them burst when a metal bar impaled it and water gushed out, soaking Peter, Lily, and the debris around them.

It was ironic and amazing, and a miracle. Peter almost laughed. No fire would be getting to them. Not anytime soon anyway. But at least the fire station had time to dig them out and get the flames under order.

Peter breathed deeply but didn't allow his taut muscle to relax. Not just yet. "Lily," he whispered, "Are you okay,"

There was a small sniffle, then a cough, then a nod against his shoulder. "Y-yeah. I think so," Relief entered his system again. They were okay. Everything was okay.

He moved his arms, letting go of her so she could sit on her own. But, as soon as he moved, even a little, her face winced and she whimpered. Peter froze. "Are you sure your okay? Are you hurt?"

She glanced at him through a wince. Almost sheepishly. "My back hurts, a little," she admitted. Worry replaced the relief. He didn't see her where she landed when they fell, but if she landed on her back, that could cause some serious spinal damage. Carefully, he sat down, cross-legged, and decided not to move her until the paramedics arrived.

"Alright, well, we're just gonna stay like this till the doctors show up, alright?"

She nodded. "Okay." she was silent for a second, before adding, "You know, you're my favorite hero,"

For a kid who was almost burned alive, she sure acted casual. He almost laughed, despite their situation. "Oh really?"

"Mm-hmm. I have all your action figures, and I have a Spider-Man bed, and cars, and pencils, and notebooks, and underwear. They didn't have any Spider-Man panties at the store, so I had to get some boy ones," her nose wrinkled amusement as if recalling something funny. "Mom didn't want to, but I got her to say yes because it was my birthday,"

Peter did laugh this time. "Well, I'm glad to have such a dedicated fan. Spider-Man underwear means you at a whole new level of awesome,"

Her eyes lit up. "Really?"

He nodded. She grinned widely, almost not noticing as one arm sub consciously moved over her stomach. She was so small. Her tiny form seemed swallowed up by the red and blue of his spandex covered arms. A curl of protectiveness unfurled in his stomach. They sat in silence for several minutes, not talking, but enjoying the each other's company. "You're my favorite hero," she repeated after a while. "I don't care what the stupid Bugle says. Daniel, he's a boy in my class, he says girls can't like heroes and that you're the dumbest hero ever. But I told him he was stupid and that your the most best one,"

Peter, if possible, grinned wider. "Yeah, girls can like heroes. And thanks for sticking up for me."

She beamed wider. "That's what I said! And now - now I can tell...I can tell him-" her face suddenly twisted into pain and her arms curled further around her belly. Peter's smile dropped within an instant. "My - my belly hurts," she whimpered, and, slowly, her chin began to wobble. Her eyes began to glisten with tears and a shade of innocent child fear trembled in them. "It - it really hurts, Spider-Man," Every hint of her earlier excitement was gone.

Worry gnawed anxiously at his stomach. "O-okay, I - uh, I uh...the police will be here soon," he said, and it was true. Barely, through the wood and metal, he could hear voices above, pushing through the debris. "Shh, no more talking, okay? I need to get you out of here. Okay?" her skin was getting clammy and pale. Her gaze slid off to the side, as if suddenly confused.

"B-but it really hurts," tears began to fall from her eyes as her breathing got labored. Peter felt himself panic as a trickle of blood slowly began to snake from the corner of her mouth. "It - it," a cry of agony suddenly tore past her throat, too pained and too panicked to come from the lips of a child. "It hurts!" she screamed. "It hurts! M-make it stop! PLease, Sp-SPider-Man! Make it stop hurting!"

Peter held her closer, brain reeling in terror, swallowing past the sudden lump strangling his throat. "I...I...I.." his eyes squeezed shut, cutting off his panicked rambling. He didn't know what to do. What was he supposed to do? "I...ca-can't yet. The doctors are almost here, though. It's okay. I got you, Lily. I got you. Shhh," she sobbed into his chest, sending shrieks and cries of pain slicing through his skin and right into his heart. Every remnant of the happy girl was gone and replaced with fear and pain. As she was distracted, he gently felt her stomach. It was swelling.

If she did land on her back then...then...

His body was shaking as his mind came to a horrifying conclusion. The lump in his throat intensified till it was suffocating. Light-headed, he almost didn't notice as her sobs grew weaker, and her body slowly began to go limp. "H-hey!" he pleaded. "Come on Lily, stay with me. You're gonna be okay. Please, talk. Say something. What was it you were going to tell Daniel at school?"

Her face pressed into the spider symbol on his chest, her body heaved with each staggering, laborious breath; tears soaked the spandex. "I...I want my mommy," she whimpered.

Peter's own eyes welled with tears. "You're gonna see you mommy, Lily. I promise. Just keep your eyes open. The police are gonna dig us out soon, you'll see. Just keep your eyes open. T-tell me about yourself. What's your favorite color?"

Her eyes were unfocused. "Color?" she repeated, almost listlessly. "...blue...and red..."

He nodded, and continued to nod, unable to stop himself. "Okay - okay, and your favorite animal?"

"Spider"

"Why?"

Her breaths were coming out short. "B-because of you. Because Spider-Man saved my mommy,"

Peter stopped breathing for a moment, before resting his chin on her head, softly, with barely any weight. He stared at the wall as a melancholy feel spread through his limbs. "When...when did Spider-Man save your mom?"

"O-on the bridge, a long time ago. From a bad guy,"

"And what about your dad?"

"I...I don't have one,"

Peter blinked and swallowed thickly. "What's your favorite thing to do in school?"

But there was no answer this time. She had gone still. "Lily?" he looked down, rolling her head to the side, away from his chest, with the gentlest of touches. "Lily?" her baby blue eyes, once bright and beautiful, were now widened in pain and fear and stared up into his mask lenses, dull and lifeless. Her cheeks were still wet and streaked with red, the red trickle of blood rolling down from mouth stood out against her pale skin. "LILY!" he bent down, putting his ear to her chest. There was no beat.

No....

No. No, it c-couldn't - she couldn't...no.... her body was still warm. Her cheek was still wet. No.

NO!

"LILY!" he shouted. "No, come on, please!...please, Lily!...LILY!!"

Something in him shattered. his body shook with tremors as grief imploded in him like a black-hole, sucking everything within in. "No, please! Lily!" his chin trembled as tears sprung from his eyes, instantly soaking through the mask. "No, you need to be okay, Lily. Come on, please," she didn't respond. "What about your mommy? Don't you want to see your mommy?"

Her lifeless eyes stared into his.

Broken cries racked Peter's body. He pulled her close, embracing her fully, protecting her with his arms. He rocked her slowly as if rocking a baby, sobbing into her hair.

2 minutes later, there was noise outside the barricade of debris. 3 minutes later, light burst in as some of it fell away. Someone shouted, "We found them!" but Peter hardly heard.

They were too late.

5 minutes too late.

**PAGE BREAK**

* * *

 

He opened the door to his house feeling numb.

He wasn't changed out of his costume. He had a thin blanket, given by the paramedic, still wrapped around his shoulders. His body and mind hurt with every step, with every breath, and every beat of his heart.

Aunt May was already waiting for him.

Looking into her eyes, he knew she knew. It was probably all over the news by now. The story of Spider-Man uncovered from a collapsed, burned down building, sobbing and cradling the body of a dead little girl in his arms.

They didn't know how she died. According to the paramedics, it might've had something to do with her spinal chord and internal bleeding. And the only thing that could cause that was powerful, blunt hit to her back.

Like falling two stories down and landing on her back. The combination of her endorphins and adrenaline was enough to mask the pain for a little while. But then...after that...

Aunt May didn't say anything. She knew there was nothing she could say. Only opened her arms, inviting Peter in. Which Peter did. He fell into her embrace, clinging to her shoulders and arms as if it were the one thing connecting him to the reality. He instantly erupting into tears again and sunk to his knees onto the floor. Aunt May went down with him, holding him in his arms almost in the way he had with little Lily.

If only.

If only he'd gotten there 5 minutes earlier. 


End file.
